Common use of Construction Drawings Clause in Contracts

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving Tenant shall retain Gensler or another architect/space planner selected by Tenant and reasonably approved by Landlord (the Additional Programming Information“Architect”) to prepare the “Construction Drawings,” as that term is defined in this Section 3.1 and shall retain engineering consultants (the “Engineers”) selected by Tenant and reasonably approved by Landlord to prepare all plans and engineering working drawings relating to the structural, Landlord shall cause mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work in the Premises. The plans and drawings to be prepared by Architect and the Engineers to prepare and deliver to Tenant hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings that conform shall comply with the drawing format and specifications determined by Landlord, and shall be subject to Landlord’s reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Architect shall verify, in the approved Space Plan field, the dimensions and conditions as shown on the approved Additional Programming Informationrelevant portions of the base building plans. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by notice Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord. If Tenant disapproves the Construction Drawings’s space planner, Tenant’s notice of disapproval architect, engineers, and consultants, Landlord shall specify have no liability whatsoever in connection therewith and shall not be responsible for any revisions Tenant desires omissions or errors contained in the Construction Drawings. After receiving such notice of disapprovalNotwithstanding anything to the contrary herein, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make disapprove any revision to element of the Construction Drawings or the Final Space Plan (defined below) that is inconsistent generally in keeping with the Landlord Requirements or that Landlord otherwise reasonably disapproves), Building standards and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of is consistent with Tenant’s notice of disapproval permitted use or the mutual execution interior improvements of the Existing Premises and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Suite 150.

Construction Drawings. After approving Within 90 days after the Additional Programming InformationDesign Development Drawings have been finalized, Landlord shall cause the TI Architect and the Engineers to prepare and deliver to Tenant for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in accordance with the Design Development Drawings. Tenant shall be solely responsible for ensuring that conform the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Tenant shall deliver its written comments on the TI Construction Drawings to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 Landlord not later than 10 business days after Tenant’s receipt of the later of same; provided, however, that Tenant may not disapprove any matter that is consistent with the Design Development Drawings without submitting a Change Request. Landlord and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Tenant how Landlord proposes to respond to such comments and Landlord submit revised TI Construction Drawings reflecting Tenant’s comments and Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice response to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (comments; provided, however, that Landlord shall will not be required to cause consider any comments which are not consistent with the Architect or Design Development Drawings unless Tenant submits a Change Request. Any disputes in connection with such comments shall be resolved in accordance with Section 2(e) hereof. Provided that the Engineers to make any revision design reflected in the TI Construction Drawings is consistent with the Design Development Drawings, Tenant shall approve the TI Construction Drawings submitted by Landlord, unless Tenant submits a Change Request. Once approved by Tenant, subject to the provisions of Section 4 below, Landlord shall not materially modify the TI Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of without Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time approval except as may be reasonably necessary required in connection with the issuance of the TI Permit (but not more than 15 business days after the later of such receipt or such mutual execution and deliveryas defined in Section 3(b) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”below).

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 10 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Extension Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving Landlord and Tenant have approved the Additional Programming Informationpreliminary plans and specifications identified in Schedule C-1 attached hereto (the “Preliminary Plans”) and the preliminary budget for such work (the “Preliminary Budget”). Following the Effective Date and satisfaction of the conditions in Sections 1.01 and 1.02(a), (b), (c), and (e), Landlord shall cause the Architect and the Engineers to prepare and deliver submit to Tenant Construction Drawings that conform a set of final construction drawings (the “Final Plans and Specifications”) consistent with the Preliminary Plans covering all work to be performed by Landlord in constructing and installing the approved Space Plan Building and Tenant Improvements and providing for only such allowances as provided for in the approved Additional Programming InformationPreliminary Budget in accordance with the schedule attached as Schedule C-2. Such preparation and delivery Tenant shall occur within 15 business have twenty (20) days after receipt of the later Final Plans and Specifications in which to review the Final Plans and Specifications and to give to Landlord written notice of Landlord’s Tenant's approval of the Additional Programming Information Final Plans and Specifications or its requested changes to the mutual execution Final Plans and delivery of this AgreementSpecifications. Tenant shall approve have no right to request any changes to the Final Plans and Specifications that would increase the scope of work in more than a minor or disapprove incidental manner without any change to the Construction Drawings Preliminary Budget; materially alter the exterior appearance or the design intent of the Building, Common Areas, Boat Ramp Area, or the commonly used Building systems; which are not permitted by notice the Ground Lease; or which are inconsistent with the Preliminary Plans; provided that Tenant may at all times require changes to Landlordthe Final Plans and Specifications due to their non-compliance with Laws in effect at the time of filing for the building permit or inconsistency with the Preliminary Plans. If Tenant disapproves fails to approve or request changes to the Construction DrawingsFinal Plans and Specifications within twenty (20) days after its receipt thereof, Tenant’s notice of disapproval Tenant shall specify be deemed to have approved the Final Plans and Specifications and the same shall thereupon be final. If Tenant requests any revisions Tenant desires in changes to the Construction Drawings. After receiving such notice of disapprovalFinal Plans and Specifications permitted above, Landlord shall cause make those changes which are reasonably requested by Tenant and shall within twenty (20) days of its receipt of such request submit the Architect and/or revised portion of the Engineers Final Plans and Specifications to revise Tenant. Tenant may not thereafter disapprove the Construction Drawingsrevised portions of the Final Plans and Specifications unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant; and, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision subject to the Construction Drawings that is inconsistent with foregoing, the Final Plans and Specifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. The Final Plans and Specifications as approved by Landlord Requirements or that Landlord otherwise reasonably disapproves)and Tenant shall be identified in Schedule C-3 and attached hereto and shall be referred to as the “Approved Final Plans.” The parties shall at all times in their review of the Final Plans and Specifications, and resubmit of in requesting in any revisions thereto, act reasonably and in good faith. Without limiting the Construction Drawings foregoing, Tenant agrees to Tenant for its approval. Such revision and resubmission shall occur confirm Tenant's consent to the Approved Final Plans in writing within five (5) business days after following Landlord's written request therefor. Upon final approval of the later Approved Final Plans, Landlord shall provide Tenant with a proposed schedule for the construction and installation of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not materialTenant Improvements, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure which shall be repeated as necessary until Tenant has subject to Tenant's reasonable approval and which shall in no event extend the Target Occupancy Date unless specifically approved the Construction Drawings. The Construction Drawings approved in writing by Landlord and Tenant. Landlord shall notify Tenant are referred of any material changes to said schedule and of any situation when the work provided for in this Work Letter as is not being completed within the “Approved Construction Drawings”time periods provided for in the schedule or if the work is likely to be not in compliance with such schedule.

Construction Drawings. After approving Landlord shall cause the Additional Programming InformationDesign Professionals to prepare construction drawings (in accordance with the Building Plans) and specifications including complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings (the “Proposed Construction Drawings”) for the Improvements and shall deliver the Proposed Construction Drawings to Tenant for approval (which approval shall not be unreasonably withheld, conditioned or delayed). Within ten (10) business days after delivery of the Proposed Construction Drawings to Tenant, Tenant shall either approve the Proposed Construction Drawings or notify Landlord of the item(s) of the Proposed Construction Drawings that Tenant disapproves and the reason(s) therefor. If Tenant disapproves the Proposed Construction Drawings, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers Design Professionals to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings same to Tenant for its approvalapproval (the “Revised Construction Drawings”). Such revision and resubmission shall occur within Within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not materialthe Revised Construction Drawings to Tenant, Tenant shall either approve the Revised Construction Drawings or notify Landlord of the item(s) of the Revised Construction Drawings which Tenant disapproves and within such longer period of time as may be reasonably necessary the reason(s) therefor. If Tenant disapproves the Revised Construction Drawings, Landlord shall cause the Design Professionals to further revise and resubmit same to Tenant for approval, which process shall continue until the plans are approved. Tenant shall have five (but not more than 15 5) business days after delivery of each set of Revised Construction Drawings to either approve the later Revised Construction Drawings or notify Landlord of the item(s) of the Revised Construction Drawings which Landlord disapproves and the reason(s) therefor. Should Tenant fail to respond to Landlord’s request for approval within the time periods allotted above, Landlord shall deliver to Tenant notice of such receipt failure, and Tenant shall have an additional five (5) business day period in which to respond to Landlord’s request for approval. Should Tenant fail to respond to Landlord’s request for approval within such five (5) business day period, Tenant shall have been deemed to have approved such Proposed Construction Drawings or such mutual execution and delivery) if such revision is materialRevised Construction Drawings, as applicable. Such procedure Provided, however, that Landlord’s notice must specifically include a statement providing that Tenant’s approval shall be repeated as necessary until deemed granted if Tenant has approved the fails to respond within such five (5) business day period. The Proposed Construction Drawings or Revised Construction Drawings. The Construction Drawings , as approved (or deemed approved) by Landlord and Tenant Tenant, are hereinafter referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Approved Space Plan and the approved Additional Programming InformationInformation and are consistent with the Landlord Requirements. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this AgreementInformation. Tenant shall approve or disapprove the Construction Drawings by written notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such written notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Further, Landlord may withhold its consent, in its sole and absolute discretion, to any change in the Approved Construction Drawings (defined below) if such change would directly or indirectly delay the substantial completion of the Tenant Improvements. Such revision and resubmission shall occur within five (5) 5 business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 10 business days after the later of such receipt or such mutual execution and delivery) if such revision is material). Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving (a) SELECTION OF ARCHITECT/CONSTRUCTION DRAWINGS. Lessee shall retain an architect/space planner (the Additional Programming Information"Architect") approved by Lessor, Landlord which approval shall cause not be unreasonably withheld, to prepare the Construction Drawings. Lessee shall retain engineering consultants (the "Engineers") approved by Lessor, which approval shall not be unreasonably withheld, to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life-safety, and sprinkler work in the Premises in connection with the Lessee Improvements. The plans and drawings to be prepared by Architect and the Engineers to prepare and deliver to Tenant hereunder shall be known collectively as the "Construction Drawings". All Construction Drawings that conform to shall be professionally prepared consistent with drawings for comparable construction projects at comparable buildings in the approved Space Plan and the approved Additional Programming InformationSan Mateo/Xxxxxx City area, using one-eighth (1/8th) inch scale CAD drawings. Such preparation and delivery shall occur within 15 business days after the later Lessor's review of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings as set forth in this SECTION 3, shall be for its sole purpose and shall not imply Lessor's review of the same, or obligate Lessor to review the same, for quality, design, compliance with Applicable Law or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by notice Lessor or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Landlord. If Tenant disapproves Lessee by Lessor or Lessor's space planner, architect, engineers, and consultants, Lessor shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, Tenant’s notice of disapproval and Lessee's waiver and indemnity set forth in the Lease shall specify any revisions Tenant desires in specifically apply to the Construction Drawings. After receiving such notice Furthermore, Lessee and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of disapproval, Landlord shall cause any existing plans for the Architect Premises and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves)Building, and resubmit Lessee and Architect shall be solely responsible for the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not materialsame, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure Lessor shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to have no responsibility in this Work Letter as the “Approved Construction Drawings”connection therewith.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 10 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Suite 475 Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving Tenant shall construct and install Tenant’s Work in compliance with all applicable Laws and in a good and competent manner, in accordance with construction drawings prepared by Tenant’s Architect and approved by Landlord in the Additional Programming Information, Landlord manner provided in Section 9.2 of the Lease and this Exhibit (with construction drawings as so approved referred to herein as the “Final Construction Drawings”). (a) Tenant shall cause the Tenant’s Architect and the Engineers to prepare and deliver to Tenant Landlord all construction plans and drawings (“Construction Drawings”) for the Tenant’s Work. The Construction Drawings that conform to shall be consistent with the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval Test Fits (as defined in Section 9.3 of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Lease). (b) Landlord shall cause the Architect and/or the Engineers provide to revise the Construction DrawingsTenant reasonably detailed written comments, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision requests and proposed revisions to the Construction Drawings as Landlord reasonably determines (the “Landlord Construction Comments”) not later than 5:00 p.m. (Pacific time) on the date that is inconsistent with fifteen (15) Business Days after Landlord’s receipt of the Construction Drawings; provided that, Landlord Requirements (i) shall not unreasonably withhold, condition or that Landlord otherwise reasonably disapproves), and resubmit delay its approval of the Construction Drawings and (ii) shall not disapprove of any improvements shown in the Test Fits. If Landlord fails to Tenant deliver Landlord’s Construction Comments within such fifteen (15) Business Day period, and if such failure continues for its approval. Such revision and resubmission shall occur within an additional five (5) business days Business Days after the later of Landlord’s receipt from Tenant of a second notice specifically referring to this Section and stating that Landlord’s failure to respond will be considered deemed approval of the Construction Drawings as submitted by Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure then Landlord shall be repeated as necessary until Tenant has deemed to have approved the Construction DrawingsDrawings as submitted by Tenant. (c) Tenant shall promptly review the Landlord Construction Comments and consult with Landlord to regarding the same. The Construction Drawings approved by Landlord and Tenant are referred shall work together cooperatively and in good faith to in this Work Letter as reach agreement on the “Approved form of the Final Construction Drawings”.

Construction Drawings. After approving On or before the Additional Programming Informationthirtieth (30th) day following the date hereof, Landlord shall cause the Architect and the Engineers to prepare and deliver submit to Tenant Construction Drawings that conform a set of construction drawings (the “CDs”) covering all work to be performed by Landlord in constructing and installing the approved Space Plan and Tenant Improvements, which shall be based on the approved Additional Programming Informationscope of work attached as Exhibit B-1 hereto (the “Scope of Work”). Such preparation and delivery Tenant shall occur within 15 business have five (5) days after receipt of the later CDs in which to review the CDs and to give to Landlord written notice of LandlordTenant’s approval of the Additional Programming Information CDs or its requested changes to the mutual execution and delivery of this AgreementCDs. Tenant shall approve have no right to request any changes to the CDs that would increase the scope of work or disapprove materially alter the Construction Drawings by notice to Landlordexterior appearance or basic nature of the Building or the Building systems. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers fails to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect approve or the Engineers to make any revision request changes to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur CDs within five (5) business days after its receipt thereof, Tenant shall be deemed to have approved the later CDs and the same shall thereupon be final. If Tenant requests any changes to the CDs, Landlord shall make those changes which are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of the CDs to Tenant. Tenant may not thereafter disapprove the revised portions of the CDs unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the CDs, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the CDs, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant’s consent to the CDs in writing within three (3) days following Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”written request therefor.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, in Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform strictly to the Space Plan, or (ii) fail to comply with Law or the Landlord Requirements Requirements, or (b) increase the cost of the Tenant Improvement Work, or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving Promptly following the Additional Programming Informationdate hereof, Landlord shall cause prepare and submit to Tenant, at Landlord’s expense, a set of construction drawings (the Architect “CD’s”) covering all work to be performed by Landlord in constructing and installing the Tenant Improvement, which shall be based on the scope of work attached as Exhibit A hereto (the “Scope of Work”) and the Engineers to prepare and deliver to space plan attached as Exhibit B hereto (the “Space Plan”). Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business have ten (10) days after receipt of the later CD’s in which to review the CD’s and to give to Landlord written notice of LandlordTenant’s approval of the Additional Programming Information CD’s or its requested changes to the CD’s. Any changes to the CD’s requested by Tenant shall not materially alter the exterior appearance or basic nature of the Building or the mutual execution Building systems. If Tenant fails to approve or request changes to the CD’s within ten (10) days after its receipt thereof, Tenant shall be deemed to have approved the CDs, and delivery the same shall thereupon be final. If Tenant requests any changes to the CD’s, Landlord shall provide Tenant with a breakdown of this Agreementthe cost of said changes, including the cost, if any, to revise the CD’s. Tenant shall have ten (10) days to approve or disapprove the Construction Drawings by notice to Landlordchanges and associated costs. If Tenant disapproves approves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapprovalchanges and associated costs, Landlord shall cause make said changes and shall, within ten (10) days of its receipt of such request, submit the Architect and/or revised portion of the Engineers CD’s to revise Tenant. Within five (5) days of receipt Tenant shall either approve the Construction DrawingsCD’s and the revised portion thereof or advise of any final comments to the revised portions. Notwithstanding anything set forth in this Amendment to the contrary, taking into account such approved changes and costs shall be deemed a Change Order (as defined below) and Tenant shall pay to Landlord the reasons for cost of such approved changes in accordance with (d) below. Tenant may not thereafter disapprove the revised portions of the CD’s unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the CD’s, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the CD’s, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant agrees to confirm Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision consent to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings CD’s as finalized pursuant to Tenant for its approval. Such revision and resubmission shall occur this subparagraph (b) in writing within five (5) business days after the later of following Landlord’s receipt written request therefor. Landlord shall be responsible for submitting the final CD’s to the applicable governmental authority for a building permit, if required, and, in the event that said authority requires any changes to the CD’s as a result of Tenant’s notice changes to the Scope of disapproval or Work and the mutual execution and delivery of this Agreement if such revision is not materialSpace Plan, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure Tenant shall be repeated as necessary until Tenant has approved responsible for the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”increased costs.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, In Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform strictly to the Space Plan, or (ii) fail to comply with Law or the Landlord Requirements Requirements, or (b) increase the cost of the Tenant Improvement Work, or that Landlord otherwise reasonably disapproves), and resubmit the Construction Constitution Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 10 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 1 business days day after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, in Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform strictly to the Space Plan, or (ii) fail to comply with Law or the Landlord Requirements Requirements, or (b) increase the cost of the Tenant Improvement Work (unless Tenant agrees to pay such increased cost and reimburses Landlord within 10 after days written demand for such increase), or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, in Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform strictly to the Space Plan, or (ii) fail to comply with Law or the Landlord Requirements Requirements, or (b) increase the cost of the Tenant Improvement Work, or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 10 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving Promptly after the Additional Programming Informationentire Design Documents are approved by Landlord pursuant to Section 2.2, Landlord Tenant shall cause to be prepared the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform are consistent with the Design Documents. The Construction Drawings shall be delivered to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s Landlord for approval, which approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required unreasonably withheld, conditioned or delayed. Landlord shall deliver to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise Tenant, as soon as reasonably disapproves)practicable, and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur but within five (5) business days after following receipt thereof, written notice of approval or reasonable disapproval of the later of Construction Drawings, in which event the notice shall specify the changes that must be made to the Construction Drawings as a condition for obtaining Landlord’s receipt approval. Landlord’s failure to approve or disapprove the Construction Drawings within the five (5) business day period shall be deemed Landlord’s approval of Tenantthe Construction Drawings, as submitted. Notwithstanding the foregoing, Landlord shall only disapprove the Construction Drawings if the same (i) do not comply in any material respect with the Design Documents, or (ii) contain a Design Problem. If Landlord timely delivers notice of disapproval, Tenant shall deliver a revised set of Construction Drawings to Landlord, which incorporate the required changes specified in Landlord’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not materialdisapproval, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution foregoing submittal and delivery) if such revision is material. Such procedure approval process shall be repeated as necessary in accordance with the procedures set forth in this Section 2.3 until Tenant has approved Landlord reasonably approves the entire Construction Drawings. The Construction Drawings approved Upon approval by Landlord, Landlord and Tenant are referred to in this Work Letter as shall each sign a copy of the “Approved approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming InformationLandlord approves a Space Plan, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Eighth Amendment Improvement Work (or applicable phase thereof) in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and shall deliver four (4) copies of the Construction Drawings, signed by Tenant, to Tenant Landlord for its approval. Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that conform each phase shall be subject to Landlord’s approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the approved Space Plan and Construction Drawings (or the approved Additional Programming Information. Such preparation and delivery shall occur applicable component thereof) within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information receipt thereof or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary (provided that with respect to any such revision and resubmission of the Construction Drawings by Tenant, the 10-business day period set forth above for Landlord’s notice of approval or disapproval shall be reduced to five (5) business days after Landlord’s receipt thereof) until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence the Eighth Amendment Improvement Work until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld.

Construction Drawings. After approving 3.1 Landlord submitted the Additional Programming InformationApproved Space Plan to an architect retained by Landlord (the “Landlord’s Architect”) which prepared complete architectural plans, Landlord shall cause drawings and specifications and complete engineered, mechanical, plumbing, structural (if required) and electrical working drawings for all Finish Work (defined below) to be incorporated in and constitute a part of the Architect and the Engineers to prepare and deliver to Tenant Premises (collectively, “Construction Drawings”). The Construction Drawings that conform to the have been approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later by Tenant as evidenced by Tenant’s execution of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice on or before the date of the execution of the Lease. 3.2 Landlord shall, at Landlord’s sole cost and expense, perform certain improvements at the Premises described as “Landlord Work” on Exhibit E attached to Landlordand made a part of the Lease. If In addition, Landlord shall, at Tenant’s cost and expense as set forth in Section 5 below, perform certain improvements at the Premises on behalf of Tenant disapproves described as “Tenant Finish Work” on Exhibit E attached to and made a part of the Lease. For convenience of reference, the “Landlord Work” and the “Tenant Finish Work” shall sometimes be jointly referred to herein as the “Finish Work.” Landlord represents and warrants that the Finish Work, as shown on the Construction Drawings, will be compatible with the Base Building Improvements and comply with all Applicable Laws, Title Restrictions and all applicable insurance regulations. 3.3 The Landlord’s Architect, with the approval of Landlord and upon written notice to Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to will make any revision changes to the Construction Drawings that is inconsistent with the Landlord Requirements which are requested or that Landlord otherwise reasonably disapproves), and resubmit required by applicable governmental authorities to obtain a building permit. No further changes shall be made by Tenant to the Construction Drawings without the prior written approval of Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) and then only after agreement by Tenant to pay in advance to Landlord (i) fifty percent (50%) of any excess costs of the Tenant Finish Work over One Hundred Sixty-Eight Thousand Two Hundred Seventy-Seven Dollars ($168,277.00) that result from the design and/or construction of such changes, and/or (ii) fifty percent (50%) of any excess costs of the Landlord Work over Two Hundred Thirty-Six Thousand Four Hundred Seventy-Nine Dollars ($236,479.00) that result from the design and/or construction of such changes; if any, with the balance of any costs described in clauses (i) and (ii) above to be paid to Landlord upon completion of the Finish Work as set forth in Section 5.3 below. Landlord will respond to all written requests for its approval. Such revision and resubmission shall occur changes to the Construction Drawings within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is receipt. If Landlord does not material, and respond within such longer period period, Landlord will be deemed to have consented to the requested changes. Tenant hereby acknowledges that any changes will be subject to the terms of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Section 4.4 below.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Suite 350 Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving 2.1 Prior to the Additional Programming Informationexecution of this Lease, Landlord and Tenant have approved a detailed space plan for the construction of certain improvements in the Premises, which space plan has been prepared by Xxxxxx Xxxxxx, dated December 23, 2013 (the “Final Space Plan”). Based upon and in conformity with the Final Space Plan, Landlord shall cause the Architect its architect and the Engineers engineers to prepare and deliver to Tenant Construction Tenant, for Tenant’s approval, detailed specifications and engineered working drawings for the tenant improvements shown on the Final Space Plan (the “Working Drawings”). The Working Drawings that conform shall incorporate modifications to the approved Final Space Plan as necessary to comply with the floor load and other structural and system requirements of the approved Additional Programming InformationBuilding. Such preparation To the extent that the finishes and delivery specifications are not completely set forth in the Final Space Plan for any portion of the tenant improvements depicted thereon, the actual specifications and finish work shall occur within 15 be in accordance with the specifications for the Building’s standard tenant improvement items, as determined by Landlord. Within three (3) business days after the later of LandlordTenant’s approval receipt of the Additional Programming Information or the mutual execution and delivery of this Agreement. Working Drawings, Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawingssame, Tenant’s notice of disapproval which approval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (not be unreasonably withheld; provided, however, that Landlord shall not be required to cause Tenant may only disapprove the Architect or the Engineers to make any revision Working Drawings to the Construction extent such Working Drawings that is are inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves)Final Space Plan and only if Tenant delivers to Landlord, and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five such three (53) business days after period, specific changes proposed by Tenant which are consistent with the later Final Space Plan and do not constitute changes which would result in any of Landlord’s receipt of the circumstances described in items (i) through (iv) below. If any such revisions are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Working Drawings to incorporate such revisions and submit the same for Tenant’s notice of disapproval or approval in accordance with the mutual execution and delivery of this Agreement if such revision is not materialforegoing provisions, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure parties shall be repeated as necessary follow the foregoing procedures for approving the Working Drawings until Tenant has approved the Construction Drawings. The Construction Drawings same are finally approved by Landlord and Tenant are referred to in this Work Letter Tenant. Upon Landlord’s and Tenant’s approval of the Working Drawings, the same shall be known as the “Approved Working Drawings.” The tenant improvements shown on the Approved Working Drawings shall be referred to herein as the “Tenant Improvements.” Once the Approved Working Drawings have been approved by Landlord and Tenant, Tenant shall make no changes, change orders or modifications thereto without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would: (i) directly or indirectly delay the Substantial Completion of the Premises; (ii) increase the cost of designing or constructing the Tenant Improvements above the cost of the tenant improvements depicted in the Final Space Plan; (iii) be of a quality lower than the quality of the standard tenant improvement items for the Building; and/or (iv) require any changes to the Base, Shell and Core or structural improvements or systems of the Building. The Final Space Plan, Working Drawings and Approved Working Drawings shall be collectively referred to herein as, the “Construction Drawings.”.

Construction Drawings. After approving If and to the Additional Programming Informationextent deemed necessary by Landlord, or required by Law, based on the scope of the Tenant Improvement Work, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings construction drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this AgreementApproved Pricing Plan. Tenant shall approve or disapprove the Construction Drawings construction drawings by notice to LandlordLandlord within two (2) business days after Tenant’s receipt of the construction drawings. If Tenant disapproves the Construction Drawingsconstruction drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawingsconstruction drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawingsconstruction drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings construction drawings that is inconsistent with the Landlord Requirements Approved Pricing Plan or that Landlord otherwise reasonably disapprovesLandlord’s requirements for avoiding aesthetic, engineering or other conflicts with the design and function of the balance of the Building), and resubmit the Construction Drawings construction drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) 5 business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawingsconstruction drawings; provided that if Tenant requires more than one set of revisions, the time required to prepare and obtain approval of the second and subsequent sets of revisions shall be considered to be a Tenant Delay. The Construction Drawings final plans approved by Landlord and Tenant for the Tenant Improvement Work (i.e. the Approved Pricing Plan or, if applicable, approved construction drawings) are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business Within 60 days after the later of Landlord’s approval of Space Plans, Tenant shall cause Tenant’s Architect and Tenant’s Engineer to prepare complete stamped and sealed construction drawings and specifications including complete sets of detailed architectural, structural, mechanical, electrical and plumbing working drawings for the Additional Programming Information or Initial Leasehold Improvements that are reasonably consistent with the mutual execution and delivery of this AgreementSpace Plans (the “Proposed Construction Drawings“). Tenant shall approve or disapprove deliver the Proposed Construction Drawings to Landlord for approval. Within ten days after receipt of the Proposed Construction Drawings by notice Landlord, Landlord shall either approve the Proposed Construction Drawings or notify Tenant in writing of the item(s) of the Proposed Construction Drawings that Landlord disapproves and the reason(s) therefor. If Landlord disapproves the Proposed Construction Drawings (Landlord’s disapproval shall specify the reasons therefor and the changes which, if made, will result in Landlord’s approval), Tenant shall make the corrections necessary to satisfy Landlord’s concerns, and Tenant shall revise and resubmit same to Landlord for approval (the “Revised Construction Drawings“) following receipt of Landlord’s disapproval. Within ten days after receipt of the Revised Construction Drawings by Landlord, Landlord shall either approve the Revised Construction Drawings or notify Tenant in writing of the item(s) of the Revised Construction Drawings that Landlord disapproves and the specific reason(s) therefor. If Landlord disapproves the Revised Construction Drawings, Tenant shall make the further corrections necessary to satisfy Landlord’s concerns, and Tenant shall revise and resubmit same to Landlord for approval, which process shall continue until the Revised Construction Drawings are approved. The Proposed Construction Drawings or Revised Construction Drawings, as approved by Landlord, are hereinafter referred to as the “Construction Drawings“. If Landlord disapproves the Revised Construction Drawings or any element thereof, the period of time thereafter incurred to prepare, submit, and obtain approval by Landlord of revisions thereto shall constitute Tenant Delay to the extent provided in Paragraph 23 of this Exhibit B. In no event shall Landlord’s failure to respond be deemed approval by Landlord. If Landlord fails to respond within the time periods specified above, Tenant disapproves the Construction Drawings, Tenantmay deliver another request for Landlord’s notice of disapproval shall specify any revisions Tenant desires response in the Construction Drawingsa Conspicuous Notice. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers fails to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur respond within five (5) business days after the later of Landlord’s its receipt of Tenant’s notice the Conspicuous Notice, then each day after such five-day period will constitute a day of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Delay.

Construction Drawings. After approving the Additional Programming Information, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Tenant Improvement Work in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and, no later than 10 days after the execution of the Lease by Landlord and Tenant, shall deliver four (4) copies of the Construction Drawings, signed by Tenant, to Tenant Landlord for its approval. Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that conform each phase shall be subject to Landlord’s approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the approved Space Plan and Construction Drawings (or the approved Additional Programming Information. Such preparation and delivery shall occur applicable component thereof) within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information receipt thereof or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The No revision may be made to the approved Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 forty-five (45) business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five ten (510) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 fifteen (15) business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving Landlord approves the Additional Programming InformationSpace Plan, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Tenant Improvements in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and shall deliver four (4) copies of the Construction Drawings, signed by Tenant, to Tenant Landlord for its approval, which approval shall not be unreasonably withheld provided the Construction Drawings that conform to Drawing are materially consistent with the approved Space Plan Plans and otherwise comply with the approved Additional Programming Informationterms of Section 2.1 hereof. Such preparation and delivery Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that each phase shall occur be subject to Landlord’s approval. Landlord shall provide Tenant with written notice approving or reasonably disapproving the Construction Drawings (or the applicable component thereof) within 15 business days after the later of Landlord’s approval of the Additional Programming Information receipt thereof or the mutual execution and delivery of this the Agreement. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence construction of the Tenant Improvements until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior written consent, which shall not be unreasonably withheld.

Construction Drawings. After approving Landlord approves the Additional Programming InformationSpace Plan, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Tenant Improvement Work in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and shall deliver four (4) copies of the Construction Drawings, signed by Tenant, to Tenant Landlord for its approval. Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that conform each phase shall be subject to Landlord’s approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the approved Space Plan and Construction Drawings (or the approved Additional Programming Information. Such preparation and delivery shall occur applicable component thereof) within 15 ten (10) business days after the later of Landlord’s approval of the Additional Programming Information receipt thereof or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence the Tenant Improvement Work until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 10 business days after the later of Landlord’s 's approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s 's notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s 's disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) 5 business days after the later of Landlord’s 's receipt of Tenant’s 's notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings; provided that if Tenant requests more than two (2) sets of revisions to the Construction Drawings, any delays in connection with the third (3rd) and subsequent revisions shall be deemed to be a Tenant Delay. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “"Approved Construction Drawings”".

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause to be prepared all Construction Drawings for the Architect Building and the Engineers Tenant Finish Out depicted on the Design Drawings, including, without limitation, working drawings, construction drawings, electrical, plumbing and mechanical drawings and specifications necessary to prepare construct the Building and deliver tenant finish out (the "Construction Drawings"). The Construction Drawings shall be delivered to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days as soon as reasonably practicable after the later of Landlord’s approval parties' execution of the Additional Programming Information or the mutual execution and delivery of this AgreementDesign Drawings. Tenant shall approve or disapprove notify Landlord whether it approves of the submitted Construction Drawings by notice to within three (3) days after Landlord's submission thereof. If Tenant disapproves the of such Construction Drawings, Tenant’s notice of disapproval then Tenant shall specify any revisions Tenant desires notify Landlord thereof specifying in detail the Construction Drawings. After receiving reasons for such notice of disapproval, in which case, Landlord shall cause correct the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the submitted Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings deliver them to Tenant for its approval. Such revision and resubmission shall occur approval within five (5) business days after Landlord receives Tenant's notice disapproving the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the submitted Construction Drawings. The Tenant shall have three (3) days to approve or disapprove the resubmitted Construction Drawings, and Landlord shall have five (5) days to correct any such resubmitted Construction Drawings disapproved by Tenant. This process shall repeated until the Construction Drawings have been finally approved by Landlord and Tenant are referred Tenant, such approval to in this Work Letter as be evidenced by the “Approved parties' execution of the approved Construction Drawings”.

Construction Drawings. After approving Landlord approves the Additional Programming InformationSpace Plan, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Tenant Improvement Work in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and shall deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later two (2) full size sets of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, signed by Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, to Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that each phase shall occur be subject to Landlord’s approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the Construction Drawings (or the applicable component thereof) within five (5) 10 business days after the later of Landlord’s receipt of Tenant’s notice of disapproval thereof or the mutual execution and delivery of this Agreement if the Agreement. If Landlord disapproves the Construction Drawings (or any component thereof), Landlord’s notice of disapproval shall describe with reasonable specificity the basis for such revision is not materialdisapproval and the changes that would be necessary to resolve Landlord’s objections. If Landlord disapproves the Construction Drawings (or any component thereof), Tenant shall cause the Construction Drawings to be modified and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is materialresubmitted to Landlord for its approval. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence the Tenant Improvement Work until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld. Tenant shall reimburse Landlord, upon demand, for any out-of-pocket fees reasonably incurred by Landlord for review of the Plans by Landlord’s third party consultants (“Review Fees”).

Construction Drawings. After approving Landlord, at its sole cost and expense, shall construct the Additional Programming Informationimprovements in the Premises (the “Tenant Improvements”) pursuant to that certain space plan prepared by Xxxxxxx and Wall dated July 19, Landlord shall cause 2010 attached hereto and incorporated herein by reference (the Architect and the Engineers to prepare and deliver to “Space Plan”). Tenant Construction Drawings that conform may request modifications to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later date of this Amendment. Any such modifications shall be subject to Landlord’s approval of the Additional Programming Information approval, which shall not be unreasonably withheld, conditioned, or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawingsdelayed, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that provided Landlord shall not be required to cause the Architect or the Engineers to make approve any revision modifications to the Construction Drawings Space Plan that is inconsistent would materially and unreasonably delay Substantial Completion of the Tenant Improvements and provided further that Tenant shall be responsible for any material increased costs resulting from any such Tenant-requested modifications. All changes or modifications approved in accordance with this Section shall be incorporated into the Space Plan and made. Landlord shall retain an architect (the “Architect”) and engineering consultants (the “Engineers”) to prepare plans and engineering working drawings for the Tenant Improvements in accordance with the Landlord Requirements or that Landlord otherwise reasonably disapproves)Space Plan and in accordance with applicable law and regulation, which plans and resubmit the Construction Drawings drawings shall be subject to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt and Tenant’s express written approval, which written approval shall not be unreasonably conditioned or delayed (the “Approved Working Drawings”). Tenant shall be permitted to select all floor and wall coverings in its sole discretion, provided that if the cost of Tenant’s notice wall or floor coverings exceed the cost of disapproval building-standard wall or floor coverings, then Tenant shall be responsible for such excess costs. Any other finish specifications that are not set forth on the mutual execution Approved Working Drawings shall conform to building standards or shall be subject to Landlord’s prior written approval which shall not be unreasonably withheld. Tenant shall make no changes or modifications to the Approved Working Drawings without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would delay Substantial Completion of the Premises or increase the cost of designing or constructing the Tenant Improvements, provided that if such change is a governmental, safety or regulatory requirement that change shall be made at Landlord’s cost and delivery expense. For purposes of clarity, the Parties agree that Landlord may request modifications to the Space Plan subject to Tenant’s approval, which shall not be unreasonably withheld, conditioned or delayed, which changses will be subject to the terms and conditions of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Letter.

Construction Drawings. After approving the Additional Programming Information, Tenant will provide Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant with construction drawings for Tenant’s Work (“Construction Drawings that conform to the approved Space Plan and the approved Additional Programming InformationDrawings”) prepared by Fox Architects. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall Landlord will approve or disapprove the Construction Drawings by notice in writing within ten (10) days after receipt. Landlord will not withhold its approval except for reasonable cause and will not act in an arbitrary or capricious manner in connection with approving the Construction Drawings. Landlord’s disapproval of the Construction Drawings shall not be considered unreasonable if any of the work contemplated is likely to adversely affect Building systems, the structure of the Building, or the safety of the Building and/or its occupants; might impair Landlord’s ability to furnish services to Tenant or other tenants in the Building; would increase the cost of operating the Building; would violate any laws; contains or uses hazardous materials; would adversely affect the exterior appearance of the Building; might adversely affect another tenant’s premises; or is likely to be substantially delayed because of unavailability of materials or labor. If Tenant Landlord disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to will revise the Construction Drawings, taking into account Drawings and submit the reasons same to Landlord. This process shall be repeated until the Construction Drawings are approved by Landlord (the “Final Plans”). Tenant shall be responsible for obtaining a building permit for Tenant’s disapproval (providedWork consistent with the Final Plans. Tenant represents and warrants that the Final Plans and the Tenant’s Work contemplated thereby shall be in compliance with applicable building and zoning laws, howeverordinances, regulations and any covenants, conditions or restrictions affecting the Building, and that the same will be in accordance with good engineering and architectural practice. Any approval by Landlord shall not be required to cause the Architect or the Engineers to make of any revision to of the Construction Drawings that is inconsistent with shall not in any way constitute a representation or warranty of Landlord as to the Landlord Requirements adequacy or that Landlord otherwise reasonably disapproves)sufficiency of such drawings, and resubmit or Tenant’s Work, for any reason, purpose or condition, but such approval shall merely be the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later consent of Landlord’s receipt , as may be required hereunder, in connection with performance of Tenant’s notice of disapproval or Work in accordance with the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Final Plans.

Construction Drawings. After approving the Additional Programming Information, If Landlord shall cause the Architect and the Engineers to prepare and deliver to or Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant expressly disapproves the T.I. Construction Drawings, then Landlord or Tenant’s notice , as the case may be, shall, as part of its disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapprovalnotice, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings(i) approve those portions which are acceptable, taking into account and (ii) disapprove those portions which are not acceptable, specifying the reasons for such disapproval and describing the changes the disapproving party requests for each item disapproved, provided Tenant may only disapprove the T.I. Construction Drawings if same materially deviates from the Space Plan approved by Tenant pursuant to this Work Letter (as determined by Tenant in its reasonable discretion). Landlord or Tenant’s failure to deliver its approval or disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur notice within such five (5) business day period shall be deemed such party’s approval of the T.I. Construction Drawings so submitted. Within ten (10) business days following either party’s disapproval of any portion of the T.I. Construction Drawings, Landlord shall have the T.I. Construction Drawings revised to incorporate the changes requested by the disapproving party and deliver the revised T.I. Construction Drawings to both Landlord and Tenant. Tenant acknowledges that Landlord is relying on Tenant’s timely submittal of the MEP/Lab Program and Manufacturing/Lab Layout and approval of the T.I. Construction Drawings in order to allow Landlord to attempt to deliver the Expansion Space on the Estimated Date of Substantial Completion. Accordingly, for each day which passes after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and date(s)/time frames required for performance for such delivery of this Agreement if such revision is not materialthe MEP/Lab Program and Manufacturing/Lab Layout and/or approval of the Space Plan, the MEP Fully Engineered Drawings and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the T.I. Construction Drawings. The Construction Drawings approved by Landlord and , but prior to Tenant are referred to in this Work Letter performing such obligations, shall constitute a Tenant Delay (as the “Approved Construction Drawings”such term is defined hereinbelow).

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business On or before one hundred ten (110) days after the later Effective Date, subject to an extension of Landlord’s such date by the City Manager, in his sole discretion, for up to two months upon a showing of reasonable cause for such delay (“Construction Drawings Submission Deadline”), Developer shall prepare and submit to the City Manager and his designee for approval proposed final architectural, design, engineering and construction drawings and specifications and related documents for redevelopment of the Additional Programming Information or Property and construction of the mutual execution Project, which shall be a logical extension of and delivery of this Agreement. Tenant consistent with the approved Conceptual Drawings and shall approve or disapprove be in sufficient detail to obtain the Construction Drawings by notice to Landlord. If Tenant disapproves necessary building permits (the “Construction Drawings, Tenant’s notice of disapproval ”). The Developer shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit also submit the Construction Drawings to Tenant for its approvalthe DDA Executive Director. Such revision The DDA shall have the right to review and resubmission comment on the proposed Construction Drawings, provided that the City shall occur within five (5) business days after have the later of Landlord’s receipt of Tenant’s notice of disapproval sole right to approve or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved disapprove the Construction Drawings. The Construction Drawings shall include all permit level drawings for structures and site work, all landscape and planting drawings and all architectural drawings, and shall identify and include all Eligible Improvements (including each element thereof and the building facades) and the estimated costs of the Eligible Improvements and the Developer Improvements and each element thereof.‌ Draft The proposed final Construction Drawings shall be reviewed and approved by Landlord the City in accordance with all required City land use and Tenant development plan approvals, as necessary to permit construction of the Project. During the preparation of the Construction Drawings and prior to submission of the final Construction Drawings to the City for approval, the City, Developer and DDA shall hold such progress meetings to coordinate the preparation of, submission to, and review of the Construction Drawings by the City as may be reasonable and appropriate. Approval of progressively more detailed drawings and specifications will be promptly granted by the City if they are referred consistent with the Conceptual Drawings and are a logical extension of drawings that have been previously approved in the City’s reasonable judgment. During this process, the Developer, City and DDA shall communicate and consult informally as frequently as necessary to ensure that formal submittal of Construction Drawings can receive prompt and speedy consideration. If Developer or the City desire to make any substantial change in the Construction Drawings after the City’s approval, the provisions of Section 7.4 shall apply to such change orders. The Parties acknowledge that the City and the Developer have entered into the Parking Facility Design Cost Sharing Agreement that contains provisions relating to the design of the Parking Facility. In the event that there is a conflict between the provisions of this Work Letter as Agreement and the “Approved Construction Drawings”Parking Facility Design Cost Sharing Agreement relating to the design of the Parking Facility, the provisions of this Agreement shall control.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within Within five (5) business days after any request by Landlord, Tenant shall furnish the later of additional information requested by Landlord for the preparation by Landlord’s receipt architect, engineer or space planner of construction drawings and specifications (the “Construction Drawings”). Construction Drawings will be prepared within twenty (20) days after final approval of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary Space Plans. Within five (but not more than 15 business 5) working days after the later of such receipt Construction Drawings which have been prepared by Landlord’s architect, engineer or such mutual execution and delivery) if such revision is material. Such procedure space planner are submitted to Tenant, Tenant shall be repeated as necessary until Tenant has approved reasonably approve or disapprove the Construction Drawings. The Construction Drawings shall be deemed approved by if Tenant fails to disapprove them within the five (5) day period. If Tenant shall desire any changes, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable manner without the material impact on substantial completion of the Tenant are referred Improvements. Tenant acknowledges and agrees that in order for Landlord to in this Work Letter as meet its schedule for substantial completion of the Tenant Improvements, Tenant shall approve the Tenant Improvement Construction Drawings no later than the date (the “Approved Tenant Construction DrawingsDrawings Approval Deadline”) that is five (5) days after delivery of such Construction Drawings to Tenant. If Tenant does not approve the Construction Drawings by the Tenant Construction Drawings Approval Deadline, such failure shall constitute a Tenant Delay (as defined herein).

Construction Drawings. After approving Once the Additional Programming InformationApproved Preliminary Plans have been determined, Landlord shall cause the Architect Architect, Engineer and Contractor, as applicable, to prepare construction drawings for the Parking Deck Project in accordance with the Approved Preliminary Plans and the Engineers to prepare and deliver to requirements of Applicable Law (“Draft Construction Drawings”). Landlord will provide Tenant with Draft Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery Tenant shall occur within 15 have seven (7) business days after to review the later same and approve them or notify Landlord in writing of Landlord’s approval of the Additional Programming Information or the mutual execution any good faith and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval reasonable objections thereto (“Drawing Objections”); provided, however, that Landlord Tenant’s Drawing Objections shall not be required to cause the Architect or the Engineers to make any revision include matters that conform to the Approved Preliminary Plans. If Tenant fails to approve or notify Landlord of its Drawing Objections within such seven (7) business day period, Landlord may so notify Tenant, in which case Tenant shall be deemed to have approved the Draft Construction Drawings unless Tenant provides Landlords with its approval or Drawing Objections within three (3) business days after Landlord’s reminder notice. Landlord and Tenant shall work together in good faith to resolve any Drawing Objections that is inconsistent are timely raised by Tenant in accordance with the Landlord Requirements or that Landlord otherwise reasonably disapproves)this paragraph and, and resubmit the Construction Drawings if they are unable to Tenant for its approval. Such revision and resubmission shall occur do so within five (5) business days after the later of Landlord’s receipt of Tenant’s notice the Drawing Objections, Landlord shall cause the Draft Construction Drawings to be revised as nearly as possible to conform to the Approved Preliminary Plans and the requirements of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is materialApplicable Law. Such procedure shall be repeated as necessary until Tenant has approved the The term “Approved Construction Drawings. The ” means the final version of the Draft Construction Drawings mutually approved by Landlord and Tenant in accordance with this paragraph or, if they are referred unable to in this Work Letter so agree, the final version of the Construction Drawings resulting from the revisions required by the immediately preceding sentence, together with such revisions as may be required as a condition to the “Approved Construction Drawings”Required Approvals.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant architectural, engineering and final architectural working drawings for the Tenant Improvement Work (the “Construction Drawings Drawings”) that conform to the approved Approved Space Plan and the approved Additional Programming InformationPlan. Such preparation and delivery shall occur within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, in Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform strictly to the Approved Space Plan, or (ii) fail to comply with Law or Landlord’s requirements for avoiding aesthetic, engineering or other conflicts with the design and function of the balance of the Building (collectively, the “Landlord Requirements Requirements”), or (b) increase the cost of the Tenant Improvement Work, or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five two (52) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 five (5) business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving If necessary based on the Additional Programming Informationscope of the work to be performed, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings construction drawings that conform to the approved Approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this AgreementPlan. Tenant shall approve or disapprove the Construction Drawings construction drawings by notice to LandlordLandlord within two (2) business days after Tenant's receipt of the construction drawings. If Tenant disapproves the Construction Drawingsconstruction drawings, Tenant’s 's notice of disapproval shall specify any revisions Tenant desires in the Construction Drawingsconstruction drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawingsconstruction drawings, taking into account the reasons for Tenant’s 's disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings construction drawings that is inconsistent with the Landlord Requirements Approved Space Plan or that Landlord otherwise reasonably disapprovesLandlord's requirements for avoiding aesthetic, engineering or other conflicts with the design and function of the balance of the Building), and resubmit the Construction Drawings construction drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) 5 business days after the later of Landlord’s 's receipt of Tenant’s 's notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawingsconstruction drawings. The Construction Drawings construction drawings approved by Landlord and Tenant are referred to in this Work Letter as the “"Approved Construction Drawings”".

Construction Drawings. After approving Landlord approves the Additional Programming InformationSpace Plan (if applicable), Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Extension Tenant Improvement Work to the extent required to enable subcontractors to bid on the work and to obtain all applicable permits for the Extension Tenant Improvement Work (collectively, the “Construction Drawings”), and shall deliver four (4) copies of the Construction Drawings, signed by Tenant, to Tenant Landlord for its approval. Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that conform each phase shall be subject to Landlord’s approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the approved Space Plan and Construction Drawings (or the approved Additional Programming Information. Such preparation and delivery shall occur applicable component thereof) within 15 10 business days after the later of Landlord’s approval of the Additional Programming Information receipt thereof or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence the Extension Tenant Improvement Work until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld.

Construction Drawings. After approving Tenant shall construct and install Tenant’s Work in compliance with all applicable Laws and in a good and competent manner, in accordance with construction drawings prepared by Tenant’s Architect and approved by Landlord in the Additional Programming Information, Landlord manner provided in Section 9.2 of the Lease and this Exhibit (with construction drawings as so approved referred to herein as the “Final Construction Drawings”). (a) Tenant shall cause the Tenant’s Architect and the Engineers to prepare and deliver to Tenant Landlord all construction plans and drawings (“Construction Drawings”) for the Tenant’s Work. The Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant be consistent with test fits which shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, be prepared Tenant’s notice of disapproval shall specify any revisions Tenant desires selected architect and reasonably approved by Landlord so long as the improvements in such test fits are consistent with or similar to those improvements located in the Construction DrawingsPremises or such improvements that are typically installed by similar tenants in multi tenanted, multi-story, first class office buildings. After receiving such notice of disapproval, . (b) Landlord shall cause the Architect and/or the Engineers provide to revise the Construction DrawingsTenant reasonably detailed written comments, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision requests and proposed revisions to the Construction Drawings as Landlord reasonably determines (the “Landlord Construction Comments”) not later than 5:00 p.m. (pacific time) on the date that is inconsistent with fifteen (15) Business Days after Landlord’s receipt of the Construction Drawings; provided that, Landlord Requirements (i) shall not unreasonably withhold, condition or that Landlord otherwise reasonably disapproves), and resubmit delay its approval of the Construction Drawings and (ii) shall not disapprove of any improvements shown in the Test Fits. If Landlord fails to Tenant deliver Landlord’s Construction Comments within such fifteen (15) Business Day period, and if such failure continues for its approval. Such revision and resubmission shall occur within an additional five (5) business days Business Days after the later of Landlord’s receipt from Tenant of a second notice specifically referring to this Section and stating that Landlord’s failure to respond will be considered deemed approval of the Construction Drawings as submitted by Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure then Landlord shall be repeated as necessary until Tenant has deemed to have approved the Construction DrawingsDrawings as submitted by Tenant. (c) Tenant shall promptly review the Landlord Construction Comments and consult with Landlord to regarding the same. The Construction Drawings approved by Landlord and Tenant are referred shall work together cooperatively and in good faith to in this Work Letter as reach agreement on the “Approved form of the Final Construction Drawings”.

Construction Drawings. After approving the Additional Programming InformationEffective Date of this First Amendment, Tenant shall, at Tenant’s expense (subject to allocation of the TI Allowance), prepare construction drawings depicting the proposed Tenant Improvement Work (“Construction Drawings”) for Landlord’s prior written approval; which approval shall not be unreasonably withheld or conditioned by Landlord (except to the extent Tenant proposes any structural alterations for which such approvals shall be in Landlord’s sole discretion), and shall be granted or withheld (with reasonable rationale) by Landlord within fourteen (14) business days of Xxxxxx’s request. Subject to the foregoing, Landlord and Tenant agree that Tenant shall be permitted to install interior staircases (which may be staggered or meandering), one or more kitchens in the Premises, certain Alterations to the Office Unit and the parking facility to construct a private entrance to the 5th floor of the Office Unit with direct access to the top level of the parking facility (and notwithstanding anything to the contrary in this Lease, Landlord shall cause not unreasonably withhold or condition its approval of structural alterations related thereto, if such structural alterations are reasonably necessary). In the Architect and event that Xxxxxxxx fails to timely approve or disapprove of the Engineers Construction Drawings, Tenant shall deliver a second written notice to prepare and deliver to Tenant Landlord for approval. After delivery of the second written notice, Landlord shall grant or withhold approval within ten (10) business days thereafter, failing which the proposed Construction Drawings that conform shall be deemed approved by Landlord. Upon Landlord’s approval hereunder (or deemed approval), such proposed Construction Drawings shall be deemed to be the approved Space Plan and the approved Additional Programming Information“Final Construction Drawings”. Such preparation and delivery shall occur within 15 business days after the later of Tenant hereby acknowledges that, notwithstanding Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. proposed Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapprovalImprovement Work, Landlord shall cause has made no representation or warranty to Tenant with respect to whether the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons same is acceptable for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect any governmental approvals and permits or the Engineers to make any revision with respect to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), design and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later engineering of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if any such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”work.

Construction Drawings. After approving Tenant, at its expense (but subject to Landlord's Contribution set forth in Section 6(b) below), shall develop and submit to Landlord construction drawings based on Tenant's Space Plans, detailing the Additional Programming Informationarchitectural, Landlord mechanical and electrical plans and specifications for the Premises (the "Construction Drawings"). (Tenant shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business furnish a minimum of two (2) such copies for approval.) Within fourteen (14) days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves submits the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to notify Tenant if the Construction Drawings that is inconsistent fail to meet with the Landlord Requirements or that Landlord otherwise reasonably disapproves)Landlord's approval. Within fourteen (14) days after Tenant receives any such notice, and resubmit Tenant shall revise the Construction Drawings to Tenant the extent necessary to obtain Landlord's approval and shall resubmit them for its Landlord's approval. Such revision and resubmission After approval by Landlord, which shall occur be given within five fourteen (514) business days after re-submittal by Tenant, the later of Landlord’s receipt of Construction Drawings shall be marked "Approved," dated, signed by Landlord and Tenant’s notice of disapproval or the mutual execution , marked Exhibit C2 and delivery attached to and made a part of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary Lease. Said approved Construction Drawings (but not more than 15 business days after the later of such receipt or such mutual execution and delivery"Final Construction Drawings") if such revision is material. Such procedure shall be repeated used by Landlord, as necessary until determined hereunder, to construct the improvement to the Premises. Neither Landlord nor Tenant has approved is under any obligation to make any alterations, decorations, additions or improvements in or to the Premises except as set forth in the Final Construction Drawings. The Construction Drawings approved Any material delay in Landlord's completion of Tenant Improvements caused by Landlord and modifications requested by Tenant are referred to in this Work Letter as shall constitute a tenant delay for purposes of determining the “Approved Construction Drawings”date of Substantial Completion of the Premises.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant (a) The Construction Drawings that conform will be finalized in accordance with the time line contained in this Section 1.02, and as to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery all required time periods contained in this Section 1.02, time shall occur within 15 business days after the later of Landlord’s approval be of the Additional Programming Information or the mutual execution and delivery of this Agreementessence. Tenant shall approve or disapprove The time line is as follows: Landlord: Tenant: RDM ----------- ------------- (i) You agree to provide Landlord with the Construction Drawings by on or before the seventy fifth (75th) day immediately following the Effective Date. (ii) Landlord agrees to provide you with written notice to of approval or rejection of the Construction Drawings on or before the tenth day immediately following Landlord's receipt of the Construction Drawings. If Tenant disapproves Landlord rejects the Construction Drawings, Tenant’s Landlord's rejection notice must specify with particularity the reason for rejection and, where applicable, an alternate that Landlord would accept. Landlord's failure to timely give any written notice of disapproval approval or rejection as required herein shall be a deemed approval. (iii) If Landlord rejects the Construction Drawings, you agree to provide Landlord with revised Construction Drawings within eight business days of your receipt of Landlord's rejection notice. The revised Construction Drawings must contain an itemization of the revisions that made. (iv) Landlord agrees to provide you with written notice of approval or rejection of the revised Construction Drawings on or before the fifth day immediately following Landlord's receipt of the revised Construction Drawings. If Landlord rejects the revised Construction Drawings, Landlord's rejection notice must again specify any revisions Tenant desires with particularity the reason for rejection and, where applicable, an alternate that Landlord would accept. In such event, the procedures set forth in paragraphs (iii) and (iv) above will continue to be repeated until such time as Landlord approves the Construction Drawings. After receiving such Landlord's failure to timely give any written notice of disapproval, approval or rejection as required herein shall be a deemed approval. (b) Any approval by Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that of or consent by Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings or to any part thereof or to any changes thereto and any inspection or approval of the Interior Buildout shall be deemed to be strictly limited to an acknowledgment of approval or consent and such approval or consent shall not constitute an assumption by Landlord of any responsibility for the accuracy, sufficiency or feasibility of any plans, specifications or other such items and shall not imply any representation, acknowledgment or warranty by Landlord that the design is inconsistent safe, feasible or structurally sound or will comply with any legal or governmental requirements. Any deficiency in design, although same had the Landlord Requirements or prior approval of Landlord, shall be solely your responsibility. It is your responsibility to ensure that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approvaland the Interior Buildout comply with all applicable building codes and ordinances, with the N.F.P.A. Life Safety Code and with the Public Accommodation Laws. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery Your obligations under Section 28.01 of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after Lease shall apply to the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Interior Buildout.

Construction Drawings. After approving Lessee shall develop drawings sufficient for construction of the Additional Programming Information, Landlord Tenant Improvements and shall cause submit the Architect and proposed Construction Drawings to Lessor for its reasonable approval. The proposed Construction Drawings shall be consistent with the Engineers to prepare and overall design of the building. Lessor shall deliver to Tenant Lessee its written approval or disapproval of the Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 three (3) business days after receipt. If Lessor fails to give notice of approval or disapproval within said period, the later of Landlord’s approval proposed Construction Drawings shall be deemed approved. If Xxxxxx disapproves of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the proposed Construction Drawings, Tenant’s Xxxxxx's notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account describe with particularity the reasons for Tenant’s such disapproval (providedso that Xxxxxx's architect can respond. If Lessor disapproves the proposed Construction Drawings as aforesaid, howeverLessee shall promptly thereafter deliver its response to Lessor. Lessor and Xxxxxx shall work with Xxxxxx's Architect, that Landlord engineers and construction consultants until the proposed Construction Drawings are approved by Lessor and Lessee. Except to the extent required by code or direction of a regulatory agency, approved Construction Drawings shall not be required to cause changed without the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), prior written consent of Lessor and resubmit Lessee. Lessee shall submit the Construction Drawings to Tenant for its approvalall governmental agencies and authorities whose review and/or approval thereof is required and shall process such submittals until all permits, consents and approvals, and temporary and final occupancy permits, except specialty permits as may apply under applicable laws, ordinances, codes, rules and regulations are obtained or denied. Such revision Upon approval of the proposed Construction Drawings by Xxxxxx and resubmission shall occur within five (5) business days after the later of Landlord’s Xxxxxx and receipt of Tenant’s notice all necessary governmental permits and other required approvals, Lessee shall commence construction of disapproval or and diligently pursue the mutual execution and delivery completion of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved Improvements substantially in compliance with the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”Letter.

Construction Drawings. After approving (a) Selection of Architect/Construction Drawings. Tenant shall retain an architect/space planner approved in writing by Landlord (the Additional Programming Information“Architect”) to prepare the “Construction Drawings,” as that term is defined in this Section 2. Tenant shall retain engineering consultants approved in writing by Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to any structural, Landlord shall cause mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work in the Shell Space. The plans and drawings to be prepared by Architect and the Engineers to prepare and deliver to Tenant hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings that conform shall comply with the drawing format and specifications determined by Landlord, and shall be subject to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval approval. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the Additional Programming Information or base building plans, and Tenant and Architect shall be solely responsible for the mutual execution same, and delivery Landlord shall have no responsibility in connection therewith. Landlord’s review of this Agreement. Tenant shall approve or disapprove the Construction Drawings as set forth in this Section 1, shall be for its sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by notice Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord. If Tenant disapproves ’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant’s notice of disapproval waiver and indemnity set forth in this Lease shall specify any revisions Tenant desires in specifically apply to the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving Landlord approves the Additional Programming Information, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the final architectural (and, if applicable, structural) and engineering working drawings for the Tenant Improvement Work in a form that is sufficient to enable the Contractor (defined in Section 2.6.1.A below) and its subcontractors to bid on the Tenant Improvement Work and obtain the Permits (defined in Section 3.3 below) (collectively, the “Construction Drawings”), and shall deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later four (4) copies of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, signed by Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, to Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision Notwithstanding the foregoing, at Tenant’s option, the Construction Exhibit B Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that each phase shall be subject to Landlord’s approval. The Construction Drawings shall conform to the Approved Space Plan, the Approved Additional Programming Information and resubmission the Landlord Requirements. Landlord shall occur provide Tenant with notice approving or reasonably disapproving the Construction Drawings (or the applicable phase thereof) within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval thereof or the mutual execution and delivery of this Agreement if Lease. If Landlord reasonably disapproves the Construction Drawings (or any phase thereof), Landlord’s notice of disapproval shall describe with reasonable specificity the basis for such revision is not materialdisapproval, and within such longer period of time as may Tenant shall cause the Construction Drawings (or the applicable phase thereof) to be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution modified and delivery) if such revision is materialresubmitted to Landlord for Landlord’s approval. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction Drawings. The Such approved Construction Drawings approved by Landlord and Tenant are shall be referred to in this Work Letter herein as the “Approved Construction Drawings”.” Within one (1) business day after Landlord approves the Construction Drawings, Tenant shall deliver to Landlord a CD ROM of the Approved Construction Drawings in accordance with Landlord’s CAD Format Requirements (defined in Section 3.4.3 below).

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 l0 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, in Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform strictly to the Space Plan, or (ii) fail to comply with Law or the Landlord Requirements Requirements, or (b) increase the cost of the Tenant Improvement Work, or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 10 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business On or before one hundred twenty (120) days after the later Effective Date (“Construction Drawings Submission Deadline”), Developer shall prepare and submit to the City for approval final construction drawings, plans and specifications and related documents for redevelopment of Landlord’s the Site and construction of the Project, which shall be a logical extension of and consistent with the approved Conceptual Drawings and shall be in sufficient detail to obtain a building permit (the “Construction Drawings”). The Construction Drawings shall identify and include all Eligible Public Improvements (including each element thereof and the building facade) and the estimated costs of the Eligible Public Improvements and each element thereof. The City shall have ten (10) days after receipt thereof to approve or disapprove by written notice to Developer the Construction Drawings on the basis of such Drawings’ consistency with the Conceptual Drawings and the estimated scope and costs of the Eligible Public Improvements set forth herein. Failure of the City to give written notice of approval or disapproval within the required period shall be deemed an approval of the Additional Programming Information or Construction Drawings for the mutual execution and delivery purposes of this Agreement. Tenant Developer may elect to extend the Construction Drawings Submission Deadline for up to two (2) additional sixty (60) day period(s) (each a “Construction Drawings Extension Period”). In the event Developer elects to exercise the Construction Drawings Extension Periods, the Developer shall approve provide the City with written notice of its election on or disapprove before the expiration of the Construction Drawings Submission Deadline or current Construction Drawings Extension Period and deposit an additional Ten Thousand and 00/100 Dollars ($10,000.00) for each extension with the City within one (1) Business Day after said extension as Additional Xxxxxxx Money. During the preparation of the Construction Drawings and prior to submission of the final Construction Drawings to the City for approval, the City and Developer shall hold such progress meetings to coordinate the preparation of, submission to, and review of the Construction Drawings by notice the City as may be reasonable and appropriate. Approval of progressively more detailed drawings and specifications will be promptly granted by the City if they are consistent with the Conceptual Drawings and are a logical extension of drawings that have been previously approved in the City’s reasonable judgment. During this process, the Developer and City shall communicate and consult informally as frequently as necessary to Landlordinsure that formal submittal of Construction Drawings can receive prompt and speedy consideration. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify Developer desires to make any revisions Tenant desires substantial change in the Construction Drawings. After receiving such notice of disapprovalDrawings after the City’s approval, Landlord Developer shall cause submit the Architect and/or proposed change to the Engineers to revise the Construction DrawingsCity for its approval, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord which approval shall not be required to cause withheld so long as such change is consistent with the Architect Conceptual Drawings and does not reduce the nature, scope and size of the Project as described on Exhibit B. Any such change shall be deemed approved by the City unless disapproved in whole or the Engineers to make any revision in part by written notice to the Construction Drawings that is inconsistent with Developer setting forth the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur inconsistencies within five (5) business days Business Days after submission to the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”City.

Construction Drawings. After approving Landlord approves the Additional Programming InformationSpace Plan, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Tenant Improvement Work in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and shall deliver four (4) copies of the Construction Drawings, signed by Txxxxx, to Tenant Landlord for its approval. Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that conform each phase shall be subject to Landlord’s approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the approved Space Plan and Construction Drawings (or the approved Additional Programming Information. Such preparation and delivery shall occur applicable component thereof) within 15 business days Business Days after the later of Landlord’s approval of the Additional Programming Information receipt thereof or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence the Tenant Improvement Work until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld.

Construction Drawings. After approving Landlord approves the Additional Programming InformationSpace Plan, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the architectural, engineering and final architectural working drawings for the Tenant Improvement Work in a form that is sufficient to enable subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Construction Drawings”), and shall deliver two (2) half size sets of the Construction Drawings, signed by Tenant, to Landlord for its approval. Landlord shall provide Tenant with notice approving or reasonably disapproving the Construction Drawings that conform to (or the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur applicable component thereof) within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreementreceipt thereof. Tenant shall approve or disapprove If Landlord disapproves the Construction Drawings by notice to (or any component thereof), Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in describe with reasonable specificity the Construction Drawingsbasis for such disapproval and the changes that would be necessary to resolve Landlord’s objections. After receiving such notice of disapproval, If Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to disapproves the Construction Drawings that is inconsistent with the Landlord Requirements (or that Landlord otherwise reasonably disapprovesany component thereof), and resubmit Tenant shall cause the Construction Drawings to Tenant be modified and resubmitted to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction DrawingsDrawings (or the applicable component thereof). The Tenant shall not commence the Tenant Improvement Work until after the Construction Drawings are approved by Landlord and Tenant are referred Landlord. No revision may be made to in this Work Letter as the approved Construction Drawings (the “Approved Construction Drawings”) without Landlord’s prior consent, which shall not be unreasonably withheld, conditioned or delayed.

Construction Drawings. After approving Reference is made hereby to the Additional Programming Informationfinish schedule and space plans attached hereto as Annex D-1 (collectively, the “Finish Schedule and Space Plans”) prepared by Studio 1200 (“Architect”). Landlord and Tenant hereby acknowledge their approval of the Finish Schedule and Space Plans. Any modification to the Finish Schedule and Space Plans shall be subject to Landlord’s approval. As soon as practical after the date of the Lease, Tenant shall, at its sole cost and expense, and at Tenant’s sole cost and expense, cause Architect to prepare from the Finish Schedule and Space Plans and deliver to Landlord for Landlord’s approval, preliminary architectural, mechanical and electrical working drawings, plans and specifications (collectively, the “Preliminary Construction Drawings” or the “Preliminary CDs”) necessary to complete the design and construction of improvements identified on or from the Finish Schedule and Space Plans. Upon receipt of the Preliminary CDs. Landlord shall review the same and notify Tenant in writing of any objections Landlord may have with respect thereto, such objections to be made with specificity and in good faith. If Landlord does not object to any of the Preliminary CDs (or subsequent revisions thereto) within seven (7) days after receipt, Landlord shall cause the Architect and the Engineers be deemed to prepare and deliver to Tenant Construction Drawings that conform to the have approved Space Plan and the approved Additional Programming Informationof same. Such preparation and delivery shall occur within 15 business days after the later Promptly upon receipt of Landlord’s approval of objections to the Additional Programming Information or the mutual execution and delivery of this Agreement. Preliminary CDs, if any, Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers Preliminary CDs to revise the Construction Drawings, taking into account the reasons be revised in accordance with Landlord’s objections and shall resubmit same to Landlord for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such This procedure shall be repeated as necessary until Tenant has approved Landlord approves the Construction DrawingsPreliminary CDs (though Landlord shall have only three (3) days to review and object to resubmitted Preliminary CDs). The Construction Drawings Preliminary CDs finally approved by Landlord and Tenant are hereinafter referred to in this Work Letter as the “Approved Construction DrawingsFinal CDs” and all improvements to be made to the Premises or Building pursuant thereto is the “Landlord’s Work”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s 's approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s 's notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s 's disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s 's receipt of Tenant’s 's notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s 's approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s 's disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s 's receipt of Tenant’s 's notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “"Approved Construction Drawings”".

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the i. No later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within than five (5) business days after the later Effective Date of Landlordthis Lease, Tenant shall submit to Architect a schedule of finishes applicable to Tenant’s receipt Work. Failure of Tenant to act within such time frame or to act within any other time frames required of it shall be deemed a Tenant delay. Further, any delays in the substantial completion of Tenant’s notice Work resulting from incomplete or inaccurate information furnished by or on behalf of disapproval or Tenant to the mutual execution Architect shall be deemed a Tenant delay. ii. Within a reasonable period after receipt of the final, approved Construction Documents, Landlord shall make application for building permits. iii. Landlord shall submit drawings for sealed bidding to three (3) general contractors previously approved by the Landlord. Upon receipt of the bids, Landlord shall submit copies to the Tenant for Tenant’s review and delivery of this Agreement if such revision is not materialapproval. Tenant shall have three (3) business days to review and approve any bids submitted to it by Landlord, and any delays in the substantial completion of Tenant’s Work resulting from Tenant’s failure to notify Landlord of Tenant’s selected bid within such longer three (3) business day period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until deemed a Tenant has approved delay. In the event that the lowest bid received exceeds the amount of the Tenant Improvement Allowance, Tenant may propose changes to the Construction DrawingsDocuments within three (3) business days, which revised Construction Documents shall be used to request new sealed bids Upon receipt of the revised bids, Landlord shall submit copies to the Tenant for Tenant’s review and approval. The Selection of the general contractor shall be subject to Tenant’s reasonable consent. Any delays in the substantial completion of Tenant’s Work resulting from its selection of the general contractor and form changes to the Construction Drawings approved Documents requested by Landlord Tenant including subsequent time frames for Tenant’s receipt, review and approval of revised bids shall be deemed a Tenant are referred to in this Work Letter as the “Approved Construction Drawings”delay.

Construction Drawings. After approving Prior to construction of the Additional Programming InformationImprovement Work, Landlord Tenant shall cause cause, at Tenant’s sole cost and expense, the Architect and preparation of working drawings for the Engineers to prepare and deliver to Tenant Improvement Work (“Construction Drawings that conform to Drawings”) based on the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit submit the Construction Drawings to Tenant Landlord for its review and approval. Such revision and resubmission , which shall occur within not be unreasonably withheld or delayed beyond five (5) business days after delivery thereof to Landlord. Notwithstanding the later of foregoing, however, if the Construction Drawings do not accurately depict the Improvement Work shown on the Space Plan (as reasonably determined by Landlord’s receipt construction manager), it shall not be unreasonable for Landlord to delay its approval of Tenantthe Construction Drawings until the same are appropriately revised by Tenant (as reasonably determined by Landlord’s notice construction manager). Tenant shall be responsible for submitting the Construction Drawings to the City of disapproval San Diego for review and approval. Any changes to the Space Plan or the mutual execution and delivery Construction Drawings after approval by Landlord, whether such change is requested by the City of this Agreement if such revision is not materialSan Diego or otherwise, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary submitted to Landlord for Landlord’s review and approval, which shall not be unreasonably withheld or delayed. No portion of the Improvement Work shall be undertaken by Tenant until Tenant has approved the Construction Drawings. The Construction Drawings have been finally approved by Landlord Landlord. Any and Tenant are referred all cost related to in this Work Letter as either the “Approved Construction Drawings”illegality or malfunctioning of any item or aspect of any of the Improvement Work, whether arising from the design, plans, specifications, working drawings or otherwise, shall be borne solely by Tenant, notwithstanding Landlord’s approval of the same.

Construction Drawings. After approving The Lessor shall prepare, as part of the Additional Programming Informationrental consideration, Landlord final Construction Drawings for the improvements illustrated on the Government approved “Design Intent Drawings”. The Construction Drawings shall cause include all mechanical, electrical, plumbing, fire safety, lighting, structural, and architectural improvements scheduled for inclusion into the Architect Government’s leased space. The Construction Drawings should also be annotated with all applicable specifications. The Construction Drawings should reflect requirements which are substantially the same as that specified by the Government-approved Design Intent Drawings, and shall not incorporate extraneous additions nor delete requirements. Drawings shall clearly identify tenant improvements already in place, and the Engineers work to prepare and deliver be done by the Lessor or the Lessor’s contractors or subcontractors. The Lessor shall provide the Contracting Officer with a complete set of the finished construction documents prior to Tenant commencement of buildout. The Government retains the right to review the Lessor’s Construction Drawings that conform for compliance with the Design Intent Drawings and all the requirements and provisions of this lease prior to the approved Space Plan and Lessor’s commencement of interior construction. Notwithstanding the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later Government’s review of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice the Lessor shall remain completely responsible for the tenant improvements contemplated under this solicitation. The Lessor is solely responsible and liable for the technical accuracy of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with in meeting all requirements and provisions of this lease. All improvements must adhere to the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit quality specifications identified throughout this solicitation. The Lessor shall submit to the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur Contracting Officer an updated construction schedule within five thirty (530) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution following lease award and delivery of this Agreement if such revision is not materialagain, and within such longer period of time as may be reasonably necessary ten (but not more than 15 10) business days after following the later completion of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord Schedule shall give the dates on which the various phases of construction are anticipated to be completed, including completion dates for: (1) completed construction documents; (2) start of construction; (3) completion of principal categories of work, including, but not limited to, the Government’s installation of telecommunications, systems furniture, etc; and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”(4) final construction completion.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business On or before one hundred twenty (120) days after the later Effective Date (“Construction Drawings Submission Deadline”), Developer shall prepare and submit to the City for architectural approval final construction drawings, plans and specifications and related documents for redevelopment of Landlord’s the Site and construction of the Project, which shall be a logical extension of and consistent with the approved Conceptual Drawings and shall be in sufficient detail to obtain a building permit (the “Construction Drawings”). The Construction Drawings shall identify and include all Eligible Public Improvements (including each element thereof and the building facade) and the estimated costs of the Eligible Public Improvements and each element thereof. The City shall have ten (10) days after receipt thereof to approve or disapprove by written notice to Developer the Construction Drawings on the basis of such Drawings’ consistency with the Conceptual Drawings and the estimated scope and costs of the Eligible Public Improvements set forth herein. Failure of the City to give written notice of approval or disapproval within the required period shall be deemed an approval of the Additional Programming Information or Construction Drawings for the mutual execution and delivery purposes of this Agreement. Tenant Developer may elect to extend the Construction Drawings Submission Deadline for up to two (2) additional sixty (60) day period(s) (each a “Construction Drawings Extension Period”). In the event Developer elects to exercise the Construction Drawings Extension Periods, the Developer shall approve provide the City and the Authority with written notice of its election on or disapprove before the expiration of the Construction Drawings Submission Deadline or current Construction Drawings Extension Period and deposit an additional Ten Thousand and 00/100 Dollars ($10,000.00) for each extension with the City within one (1) Business Day after said extension as Additional Xxxxxxx Money. During the preparation of the Construction Drawings and prior to submission of the final Construction Drawings to the City for approval, the City and Developer shall hold such progress meetings to coordinate the preparation of, submission to, and review of the Construction Drawings by notice the City as may be reasonable and appropriate. Approval of progressively more detailed drawings and specifications will be promptly granted by the City if they are consistent with the Conceptual Drawings and are a logical extension of drawings that have been previously approved in the City’s reasonable judgment. During this process, the Developer and City shall communicate and consult informally as frequently as necessary to Landlordinsure that formal submittal of Construction Drawings can receive prompt and speedy consideration. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify Developer desires to make any revisions Tenant desires substantial change in the Construction Drawings. After receiving such notice of disapprovalDrawings after the City’s approval, Landlord Developer shall cause submit the Architect and/or proposed change to the Engineers to revise the Construction DrawingsCity for its approval, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord which approval shall not be required to cause withheld so long as such change is consistent with the Architect Conceptual Drawings and does not reduce the nature, scope and size of the Project as described on Exhibit B. Any such change shall be deemed approved by the City unless disapproved in whole or the Engineers to make any revision in part by written notice to the Construction Drawings that is inconsistent with Developer setting forth the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur inconsistencies within five (5) business days Business Days after submission to the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”City.

Construction Drawings. After approving 3.1 Tenant shall retain an architect/space planner reasonably approved by Landlord (the Additional Programming Information“Architect”) to prepare the Construction Drawings; Landlord hereby approves AP+I as the Architect if Tenant elects to retain AP+I as the Architect. Tenant shall, if necessary, retain engineering consultants reasonably approved by Landlord shall cause (the “Engineers”) to prepare all engineering working drawings. The plans and drawings to be prepared by Architect and the Engineers to prepare and deliver to Tenant hereunder shall be known collectively as the “Construction Drawings.” 3.2 All Construction Drawings that conform shall be subject to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s reasonable approval, which approval shall not be unreasonably withheld. The parties agree that it shall be reasonable for Landlord to deny consent to removal of the Additional Programming Information or stairways within the mutual execution and delivery of this AgreementBuilding. Tenant shall approve or disapprove supply Landlord with one (1) copy of its final space plan in CADD format. The final space plan (the Construction Drawings by notice “Final Space Plan”) shall include a layout and designation of all offices, rooms and other partitioning, their intended use, and equipment to Landlordbe contained therein. If Tenant disapproves Landlord may request, to the Construction Drawingsextent reasonable, Tenant’s notice of disapproval shall specify any revisions Tenant desires clarification for special use items not included in the Construction DrawingsFinal Space Plan. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to advise Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after Xxxxxxxx’s receipt of the later Final Space Plan for the Building if the same is approved or disapproved; provided, however, Landlord may not unreasonably withhold its consent. If Tenant is so advised, Tenant shall cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require, in such event, the scope of Landlord’s receipt review of such revised Final Space Plan will be limited to Tenant’s correction of the items noted in Landlord’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”disbursement.

Construction Drawings. After approving Landlord approves the Additional Programming Information, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the final architectural (and, if applicable, structural) and engineering working drawings for the Tenant Improvement Work in a form that is sufficient to enable the Contractor (defined in Section 2.6.1.A below) and its subcontractors to bid on the Tenant Improvement Work and obtain the Permits (defined in Section 3.3 below) (collectively, the “Construction Drawings”), and shall deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later four (4) copies of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, signed by Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, to Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that each phase shall be subject to Landlord’s approval. The Construction Drawings shall conform to the Approved Space Plan, the Approved Additional Programming Information and resubmission the Landlord Requirements. Landlord shall occur provide Tenant with notice approving or reasonably disapproving the Construction Drawings (or the applicable phase thereof) within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval thereof or the mutual execution and delivery of this Agreement if Amendment. If Landlord reasonably disapproves the Construction Drawings (or any phase thereof), Landlord’s notice of disapproval shall describe with reasonable specificity the basis for such revision is not materialdisapproval, and within such longer period of time as may Tenant shall cause the Construction Drawings (or the applicable phase thereof) to be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution modified and delivery) if such revision is materialresubmitted to Landlord for Landlord’s approval. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction Drawings. The Such approved Construction Drawings approved by Landlord and Tenant are shall be referred to in this Work Letter herein as the “Approved Construction Drawings”.” Within one (1) business day after Landlord approves the Construction Drawings, Tenant shall deliver to Landlord a .CD ROM of the Approved Construction Drawings in accordance with Landlord’s CAD Format Requirements (defined in Section 3.4.3 below).

Construction Drawings. After approving the Additional Programming Information, Landlord Sublandlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to be consistent with the approved Approved Space Plan Plans and with the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after basic plans for the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (Building; provided, however, that Landlord shall not be required to cause the Architect or the Engineers to Sublandlord may make any revision changes to the Construction Drawings that is inconsistent required by any governmental department or bureau having jurisdiction over the Building (subject to Subtenant’s review and approval). Subtenant shall fully and promptly cooperate with the Landlord Requirements or that Landlord otherwise reasonably disapproves), Sublandlord and resubmit Sublandlord’s architect in order to ensure timely development of the Construction Drawings to Tenant for its approvaland Final Construction Drawings. Such revision and resubmission shall occur In furtherance of the foregoing, Subtenant shall, within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval any Construction Drawings, submit to Sublandlord the required approvals noted thereon, or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may submit comments to Sublandlord setting forth changes to be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved made in the Construction Drawings. The Sublandlord shall have the Construction Drawings modified and resubmitted to Subtenant for approval, and Subtenant shall within five (5) business days after receipt of any revised plans submit to Sublandlord the required approvals noted thereon, or submit comments to Sublandlord setting forth changes to be made. Such process shall be repeated until Subtenant, Sublandlord, Sublandlord’s architect, and/or Sublandlord’s engineer have approved by Landlord and Tenant are referred the Construction Drawings for Sublandlord’s Work in writing. Subtenant’s failure to in this Work Letter as the “Approved Construction Drawings”respond timely shall be deemed approval.

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter as the “Approved Construction Drawings”.

Construction Drawings. After approving Within 20 business days after Landlord approves the Landlord approves the Additional Programming Information, Landlord Tenant shall cause the Architect and the Engineers to prepare complete the final architectural (and, if applicable, structural) and engineering working drawings for the Tenant Improvement Work in a form that is sufficient to enable the Contractor (defined in Section 2.6.1.A below) and its subcontractors to bid on the Tenant Improvement Work and obtain the Permits (defined in Section 2.7 below) (collectively, the “Construction Drawings”), and shall deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later four (4) copies of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, signed by Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, to Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision Notwithstanding the foregoing, at Tenant’s option, the Construction Drawings may be prepared in two phases (first the architectural drawings, then engineering drawings consistent with the previously provided architectural drawings), provided that each phase shall be subject to Landlord’s approval. The Construction Drawings shall conform to the Approved Space Plan, the Approved Additional Programming Information and resubmission the Landlord Requirements. Landlord shall occur provide Tenant with notice approving or reasonably disapproving the Construction Drawings (or the applicable phase thereof) within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval thereof or the mutual execution and delivery of this Agreement if Amendment. If Landlord reasonably disapproves the Construction Drawings (or any phase thereof), Landlord’s notice of disapproval shall describe with reasonable specificity the basis for such revision is not materialdisapproval, and within such longer period of time as may Tenant shall cause the Construction Drawings (or the applicable phase thereof) to be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution modified and delivery) if such revision is materialresubmitted to Landlord for Landlord’s approval. Such procedure shall be repeated as necessary until Tenant Landlord has approved the Construction Drawings. The Such approved Construction Drawings approved by Landlord and Tenant are shall be referred to in this Work Letter herein as the “Approved Construction Drawings”.” Within one (1) business day after Landlord approves the Construction Drawings, Tenant shall deliver to Landlord a CD ROM of the Approved Construction Drawings in accordance with Landlord’s CAD Format Requirements (defined in Section 3.4.3 below).

Construction Drawings. After approving the Additional Programming Information, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur within 15 business days after the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove the Construction Drawings by notice to Landlord. If Tenant disapproves the Construction Drawings, Tenant’s notice of disapproval shall specify any revisions Tenant desires in the Construction Drawings. After receiving such notice of disapproval, Landlord shall cause the Architect and/or and the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, that Landlord shall not be required to cause the Architect or the Engineers to make any revision to the Construction Drawings that is inconsistent that, in Landlord’s reasonable judgment, would (a) cause the Construction Drawings to (i) fail to conform in all material respects to the Space Plan, or (ii) fail to comply with applicable Laws or the Landlord Requirements Requirements, or (b) increase the cost of the Tenant Improvements, or that Landlord otherwise reasonably disapproves), and resubmit the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings approved by Landlord and Tenant are referred to in this Work Letter herein as the “Approved Construction Drawings”.

Construction Drawings. After approving As soon as the Additional Programming InformationDesign Documents are --------------------- approved by Landlord, Tenant shall prepare the Construction Drawings that are consistent with and logical evolutions of the Design Documents and the Schedule of Values. The Construction Drawings and Schedule of Values shall be delivered to Landlord for approval. If Landlord does not approve the Construction Drawings and/or the Schedule of Values, Landlord shall cause the Architect and the Engineers to prepare and deliver to Tenant Construction Drawings that conform to the approved Space Plan and the approved Additional Programming Information. Such preparation and delivery shall occur Tenant, as soon as reasonably possible but within 15 three (3) business days after following receipt thereof, written notice of such disapproval. The notice shall specify the later of Landlord’s approval of the Additional Programming Information or the mutual execution and delivery of this Agreement. Tenant shall approve or disapprove changes that must be made to the Construction Drawings by and/or the Schedule of Values as a condition for obtaining Landlord's approval. Within three (3) business days following receipt of Landlord's notice of disapproval, Tenant shall deliver a revised set of Construction Drawings and/or Schedule of Values to Landlord. If Tenant disapproves , which incorporate the Construction Drawings, Tenant’s changes specified in Landlord's notice of disapproval shall disapproval. Landlord's failure to specify any revisions Tenant desires in such changes during its three (3) business day review period shall be conclusively deemed Landlord's approval of the Construction Drawings. After receiving such notice of disapprovalNotwithstanding the foregoing, Landlord shall cause the Architect and/or the Engineers to revise the Construction Drawings, taking into account the reasons for Tenant’s disapproval (provided, however, agrees that Landlord it shall not be required to cause the Architect or the Engineers to make disapprove any revision to portion of the Construction Drawings that or any change thereto required by any applicable governmental agency; or which is inconsistent consistent in all material respects with the Landlord Requirements or that Landlord otherwise reasonably disapproves), and resubmit description of the Construction Drawings to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after Premises set forth in the later of Landlord’s receipt of Tenant’s notice of disapproval or the mutual execution and delivery of this Agreement if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than 15 business days after the later of such receipt or such mutual execution and delivery) if such revision is material. Such procedure shall be repeated as necessary until Tenant has approved the Construction Drawings. The Construction Drawings Design Documents previously approved by Landlord. Landlord and Tenant are referred to in this Work Letter as shall each sign a copy of the “Approved approved Construction Drawings”Drawings and Schedule of Values.