Common use of Construction Plans Clause in Contracts

Construction Plans. On or before ten (10) days after approval of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delay.

Construction Plans. On or before ten Tenant shall prepare final plans and specifications for the Tenant Improvements that (10a) days after approval are consistent with and are logical evolutions of the Space Plan, the Design Approved Schematic Plans and Color Scheme (b) incorporate any other Tenant-requested (and the Above Standard Product Specification List by Landlord Landlord-approved) Changes (as defined below). As soon as such final plans and Tenant, Landlord’s space planner and engineer, , will prepare construction plans specifications (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) are completed, Tenant shall deliver the same to Landlord for all of TenantLandlord’s Improvements requested pursuant approval, which approval shall not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or disapproved by Landlord within seven (7) business days after delivery to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Landlord. Landlord’s failure to respond within such seven (all improvements required 7) business day period shall be deemed approval by Landlord. If the Construction Plans are herein calledreasonably disapproved by Landlord, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTthen Landlord shall notify Tenant in writing of its objections to such Construction Plans, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches the parties shall confer and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing negotiate in good faith to reach agreement on the Construction Plans. If subsequent versions of such Construction Plans are submitted in response to Landlord comments, Landlord shall not exceed $1.10 per usable square foot. Within be deemed to approve the same unless Landlord reasonably objects within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapprovalreceipt thereof. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until Promptly after the Construction Plans are approved by Landlord and Tenant; provided that , two (2) copies of such Construction Plans shall be initialed and dated by Landlord and Tenant, and Tenant shall promptly submit such Construction Plans to all appropriate Governmental Authorities for approval. Notwithstanding the prior sentence, if Landlord has approved drafts or iterations of the Construction Plans prior to the finalization of such plans, Landlord’s pending approval of the finalized Construction Plans shall not prohibit Tenant from submitting such Construction Plans to appropriate Governmental Authorities for approval prior to receipt of Landlord’s approval. Following Landlord’s approval of drafts or iterations of the Construction Plans prior to finalization of such plans, Landlord shall only have the ability to object to previously approved components or details included in subsequent versions of the Construction Plans submitted for its review and approval if Tenant fails makes modifications which constitute a material departure from the previously approved components or details included in the prior drafts or iterations of the Construction Plans. Landlord shall continue to respond have reasonable approval rights in any three (3) business day periodits review of new components or details added in to subsequent versions of the Construction Plans. The final drafts of such Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to herein as the “Approved Plans.” Subject to the limitations set forth in Section 1.3, Tenant shall be deemed have the right and responsibility to have approved coordinate the last submitted construction plans. Each day thereafter that processes of bidding and selection of contractors and consultants, which process, may commence in phases prior to submission and approval of the final draft of the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord DelayPlans.

Construction Plans. On or before ten seven (107) business days after approval of the Space Plan, both the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , engineer will meet to prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements requested pursuant the improvements to the Expansion Premises (individually and collectively, the “Expansion Improvements”) described in the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”)List, including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after the Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapprovalIf Tenant disapproves of any aspect of the Construction Plans, Landlord shall within three (3) business days provide a cause Landlord’s space planner and engineer to revise the applicable portions of the Construction Plans to address Tenants objections, and shall deliver such revised Construction Plandocumentation to Tenant. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three five (35) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay Delay. The Expansion Improvements shall not include any of Tenant’s trade fixtures, equipment, furniture, furnishings, telephone and date equipment or Landlord Delayother personal property.

Construction Plans. On or before ten (10) days after approval of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Space Plans and Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delay.

Construction Plans. On or before ten fifteen (1015) days after approval of the ------------------ Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, Landlord’s a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner and engineerif the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plansplans and specifications, when approvedapproved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “"Construction Plans”") for all of Tenant’s Improvements 's improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “called "Tenant’s 's Improvements”"), including complete color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans and specifications are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord and Landlord’s space planner and engineer Tenant's architect specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans construction plans and specifications are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in any three five (35) business day period, Tenant Landlord shall be deemed to have approved the last submitted construction plans. Each Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). If the construction plans and specifications are not approved in writing by both Tenant and Landlord on or before September 15, 1998 on account of Permitted Objections, Landlord may, at its sole option, terminate the Lease and this Agreement, whereupon shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day thereafter after September 15, 1998, that the Construction Plans construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Delay. Tenant shall reimburse Landlord Delayfor the cost of Landlord's architectural review of the Space Plan and the Construction Plans within thirty (30) days of receipt of an invoice therefor.

Construction Plans. On or before the date which is twelve (12) months after Landlord has delivered written notice of Landlord’s approval of the Design Development Plans in accordance with clause (x) or clause (1) of Section 10.2(b)(ii) of this Lease, Constructing Party shall deliver to Landlord the Construction Plans for all phases of the Hotel Project. To facilitate the prompt construction of the Hotel Project, Constructing Party shall have the right to submit the Construction Plans to Landlord (i) in one or more phases and/or (ii) concurrently with Constructing Party’s submission of such Construction Plans to the City (including the building department and/or planning commission of the City) and/or LGCB. If Constructing Party elects to submit the Construction Plans to Landlord in one or more phases, then such phases may consist of, without limitation, separate phases for foundation work, core and shell work (including separate or consolidated phases for structural, envelope and infrastructure work), interior fit-out work (including separate or consolidated phases for architecture and finishes, fixtures and equipment) and other customary construction work sequences. Landlord shall have no right to approve the Construction Plans provided by Constructing Party; provided, however, any material inconsistencies between the Construction Plans and the Design Development Plans approved by Landlord in accordance with Section 10.2(b)(ii) of this Lease, or any such inconsistencies that result in the quality or operating standard of the Hotel Project no longer being consistent with or better than that of a Comparable Project and in accordance with the Operating Standard set forth in Section 19.1 of this Lease or result in a reduction of the number of hotel rooms in the Hotel Project to be constructed in excess of ten (10%) days after approval of the Space Plan, number of hotel rooms shown in the Design and Color Scheme and the Above Standard Product Specification List Development Plans approved by Landlord and TenantLandlord, shall be subject to Landlord’s space planner and engineer's prior written approval, , will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and. For the avoidance of doubt, if disapproved, Tenant shall provide Landlord and Landlord’s space planner right to approve material inconsistencies between the Construction Plans and engineer specific reasons the Design Development Plans approved by Landlord under this Section 10.2(b)(iii) shall not apply to minor revisions to the Construction Plans which are made to address (1) construction-related comments received from the City in connection with the building permit review process, (2) public works and utility requirements, (3) the coordination of submittals by the Contractor, (4) requests for disapprovalinformation received from the Contractor, (5) reasonable substitution requests received from the Contractor or (6) day-to-day value and budget management. After TenantIf there is an inconsistency between the Construction Plans and the Design Development Plans approved by Landlord that requires Landlord’s disapprovalapproval pursuant to this Section 10.2(b)(iii), Constructing Party shall deliver written notice of such material inconsistency to Landlord, together with complete copies of the applicable Construction Plans and Design Development Plans and a reasonably detailed statement describing such inconsistency, for Landlord’s review and approval or disapproval in accordance with this Section 10.2(b)(iii). Within twenty (20) Business Days after the date Constructing Party delivers such written notice to Landlord, Landlord shall deliver written notice to Constructing Party of: (x) Landlord’s approval of the applicable Construction Plans; or (y) Landlord’s disapproval of such Construction Plans, together with a reasonably detailed statement of the reasonable basis for Landlord’s disapproval thereof. If Landlord fails to deliver written notice to Constructing Party pursuant to clause (x) or clause (y) of the immediately preceding sentence within three such twenty (320) business days provide a Business Day period, then Landlord shall be automatically deemed to have delivered an approval notice under clause (x) of the immediately preceding sentence. If Landlord delivers timely written notice of Landlord’s disapproval of the applicable Construction Plans in accordance with clause (y) above, then (I) Constructing Party shall cause such Construction Plans to be revised to address the reasonable basis for Landlord’s disapproval thereof and deliver the revised Construction PlanPlans to Landlord and (II) the process described above shall proceed on an iterative basis until Landlord approves the revised Construction Plans, except that the twenty (20) Business Day period described above will be shortened to ten (10) Business Days. The foregoing process shall continue until Constructing Party may revise the Construction Plans after Landlord has delivered written notice of Landlord’s approval of the Construction Plans in accordance with clause (x) of this Section 10.2(b)(iii). If, after Landlord has delivered written notice of Landlord’s approval of the Construction Plans in accordance with clause (x) of this Section 10.2(b)(iii), the approved Construction Plans are revised in a manner that causes the Construction Plans to be materially inconsistent with the Design Development Plans approved by Tenant; provided that if Tenant Landlord in accordance with Section 10.2(b)(ii) of this Lease, then (A) Constructing Party shall deliver written notice of such material inconsistency to Landlord, together with complete copies of the revised Construction Plans and the Design Development Plans, and (B) Landlord shall, within ten (10) Business Days after the date Constructing Party delivers such written notice to Landlord, deliver written notice to Constructing Party of (1) Landlord’s approval of the revised Construction Plans or (2) Landlord’s disapproval of the revised Construction Plans, together with a reasonably detailed statement of the reasonable basis for Landlord’s disapproval thereof. If Landlord fails to respond in any three deliver written notice to Constructing Party pursuant to clause (31) business day or clause (2) of the immediately preceding sentence within such ten (10) Business Day period, Tenant then Landlord shall be automatically deemed to have approved delivered an approval notice under clause (1) of the last submitted construction plansimmediately preceding sentence. Each day thereafter that If Landlord delivers timely written notice of Landlord’s disapproval of the revised Construction Plans in accordance with clause (2) above, then the parties shall proceed as though Landlord delivered written notice of Landlord’s disapproval of the Construction Plans are not approved by Tenant shall constitute one in accordance with clause (1y) day of Tenant Delay or Landlord Delayabove.

Construction Plans. On or before ten Within sixty (1060) days after written approval (or deemed approval) of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord, at Tenant’s space planner and engineer, expense (subject to reimbursement through the Finish Allowance), will prepare construction plans (such construction plans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. called “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord Tenant and LandlordTenant’s space planner and engineer architect specific reasons for disapproval. After If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re-submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval, Landlord shall within . Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide a revised Construction PlanTenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the Construction Plans construction plans are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in the five (5) or any three (3) business day period, Tenant as applicable, Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter that If the Construction Plans construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before April 30, 2012 for any reason whatsoever, then each day after April 30, 2012 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or Landlord Delayspecifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the work required by the construction plans affects the exterior of the Third Expansion Space or the Building.

Construction Plans. On or before ten (10) days after Prior to the approval of the Space PlanSupplement and initial installation of all Light Poles, the Design Equipment, and/or replacement Light Poles, and Color Scheme for any and the Above Standard Product Specification List by Landlord and Tenantall subsequent revisions and/or modifications thereof, Landlord’s space planner and engineeror additions thereto, , will prepare LICENSEE shall provide LICENSOR with construction plans (such "Construction Plans") which shall be submitted to the LICENSOR through its Planning and Development Department electronic plan submittal process, and consisting of the following: Line or CAD drawings (AutoCAD DWG format or ESRI Shapefile) showing the location and materials of all planned installations, plus an engineer's estimate of all materials and construction plansmethods, with locations to be shown using UTM projection coordinates NAD83, Zone 14N, US-ET; Construction Specifications and Product Specifications for all planned installations; Diagrams and Shop Drawings of proposed Equipment and/or new replacement Light Poles; Drawings showing elevations of the proposed equipment to be installed, and identification and distance to nearby features (and, when approvedrequested by LICENSOR, photo simulations); and A complete and detailed inventory of all changes Equipment and amendments thereto agreed personal property of LICENSEE to by Landlord be actually placed on the Site. LICENSOR retains the right to survey the installed Equipment and Tenant in writing, are herein called to reject construction that does not comport with the “approved Construction Plans”, Uniform Manual, or City Ordinances Construction Plans shall be easily readable and subject to prior written approval by LICENSOR, which shall not be withheld, conditioned, or delayed without cause. LICENSOR shall have sixty (60) for all of Tenant’s Improvements requested pursuant calendar days to the Space Plan, the Design review and Color Scheme and the Above Standard Product Specification List (all improvements required by comment on the Construction Plans are herein calledand deficiencies and resubmittals shall be handled as provided in Article II, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDabove. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controlsFailure to respond within sixty (60) calendar days does not create a "deemed rejection" or "deemed acceptance" of the Construction Plans. The cost of producing Should the Construction Plans need to be revised based on the comments provided by LICENSOR, no construction shall not exceed $1.10 per usable square footcommence until final approval is granted by LICENSOR. Within three (3) business days after Final Construction Plans are delivered shall have affixed to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and them the signature of LICENSEE's engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant who shall be deemed licensed in the State of South Dakota. LICENSEE must obtain its building/construction permit on a timely basis as provided by City Ordinance or such plan approval will expire without notice. LICENSEE or its Contractor must timely commence construction and/or installation after obtaining the required permits for such construction and/or installation, and must timely call for and submit to have approved inspection upon completion as provided by City Ordinance. LICENSEE must make payment of Make-Ready Costs related to work to be performed by LICENSOR, as applicable, and the last submitted construction plans. Each day thereafter that installation must be inspected by LICENSOR before LICENSOR accepts ownership and maintenance responsibility for the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delaysubject Light Poles.

Construction Plans. On Tenant agrees to construct in and upon the New Premises the New Premises Tenant Improvements in accordance with the provisions of this Work Letter. From time to time after execution of this Seventeenth Amendment, Tenant shall submit to Landlord for Landlord’s approval, plans and specifications and a cost estimate for construction of all or before ten (10) days after approval any portion of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans New Premises Tenant Improvements (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all an area consisting of at least one full floor of the New Premises per request (“Tenant’s Buildout Proposal”). Landlord will approve or disapprove in writing each of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Buildout Proposal(s) within five (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (35) business days after Construction Plans are delivered to Tenant, receipt from Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant Landlord shall provide Landlord and Landlord’s space planner and engineer Tenant with specific reasons for disapproval. After If Landlord fails to approve or disapprove the applicable Tenant’s disapproval, Landlord shall within three Buildout Proposal on or before the end of such five (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (35) business day period, and Tenant has provided to Landlord written notice that Landlord has failed to respond to such request for consent, then Landlord shall be deemed to have approved the last submitted construction plansTenant’s Buildout Proposal if Landlord fails to respond within two (2) business days after such written notice from Tenant. Each day thereafter The foregoing process shall be repeated until Landlord has approved (which shall include deemed approval) the applicable Tenant’s Buildout Proposal for the submitted area of the New Premises (such Tenant’s Buildout Proposal, when approved by Landlord and Tenant, is herein referred to as the “Construction Plans”). Landlord and Tenant acknowledge that the Construction Plans are not approved New Premises Tenant Improvements may be completed by Tenant in stages and that the foregoing process to review and approve each of Tenant’s Buildout Proposal(s) shall constitute one (1) day be utilized for each stage of the construction of the New Premises Tenant Delay or Landlord DelayImprovements.

Construction Plans. On or before ten (10) days after approval Landlord shall cause to be prepared the Construction Plans for the Tenant Improvements that are consistent with and logical evolutions of the Space Plan, the Design and Color Scheme Plan and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approvedSpecifications), and all changes and amendments thereto agreed shall deliver the same to Tenant within 15 days after the date hereof. Within seven (7) business days after receipt of the proposed Construction Plans, Tenant shall notify Landlord in writing that (i) Tenant approved the Construction Plans; or (ii) Tenant disapproves the Construction Plans because they vary in design from the Space Plan or Standard Specifications approved by Landlord and Tenant in writingthe particular instances specified by Tenant in such notice (including, are herein called without limitation, the “Construction Plans”) for all of specific changes requested by Tenant’s Improvements requested pursuant to ). Such disapproval shall constitute a Tenant Delay, unless the plans materially deviate from the Space Plan. Promptly after Landlord’s receipt of such notice from Tenant, Tenant and Landlord shall meet and confer in order to reach agreement regarding the Design changes required to the Construction Plans, and Color Scheme and the Above Standard Product Specification List (all improvements required by both parties shall make themselves reasonably available in order to . Following such meeting, Landlord shall cause the Construction Plans are herein calledto be re-designed, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTif so agreed by the parties, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three delivered to Tenant within five (35) business days after such meeting, unless due to the nature and extent of such changes or the unavailability of the architect, additional time is required. Within five (5) business days after receipt of the revised Construction Plans are delivered to TenantPlans, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same notify Landlord in writing and, if disapproved, that (i) Tenant shall provide approved the revised Construction Plans; or (ii) Tenant disapproves the revised Construction Plans because they vary in design from the changes or revisions agreed upon by Landlord and Landlord’s space planner and engineer Tenant in the particular instances specified by Tenant in such notice (including, without limitation, the specific reasons for disapprovalchanges requested by Tenant). After Tenant’s disapprovalSuch disapproval shall constitute a Tenant Delay, Landlord shall within three (3) business days provide a unless the revised Construction PlanPlans materially deviate from agreed upon revisions or changes. The foregoing process failure of Tenant to provide such written notice within said five (5) day period shall continue be deemed as approval by Tenant of such revised Construction Plans. The parties shall follow the same procedure for revisions of the Construction Plans until the Construction Plans are have been approved by Landlord and Tenant; provided that if . Landlord and Tenant fails each agree to respond in any three (3) business day period, Tenant shall be deemed cooperate with each other and not unreasonably withhold approval to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord DelayPlans.

Construction Plans. On or before ten After Landlord approves the Proposed Space Plan, Tenant will cause Tenant’s Architect to prepare fully dimensioned one-quarter inch scale plans and specifications in the form of working drawings that (10i) days after approval of are based on and consistent with the Space Plan, (ii) are complete and show the Design full detailed scope of all work to be performed in the Premises, (iii) contain all information and Color Scheme supporting diagrams, schedules, and related data required for the Above Standard Product Specification List by Landlord construction of the work, (iv) comply with Applicable Law, (v) include a fixture plan and Tenantshow all partition locations, Landlord’s space planner and engineerdoors, freestanding workstations, will prepare construction plans (such construction built-ins, cabinets, reception desks, conference room tables, ceiling plans, when carpets and floor coverings, plumbing locations, air conditioning distribution system and duct work locations (described in detail in subsection (c) below), lighting plans, telecommunication and computer cabling plans, security systems, finish schedules, location of electrical, telephone, and data outlets, and special use areas, if any, that might require modifications to the Project, (vi) include complete sets of detailed architectural, structural (if applicable), mechanical, electrical, and plumbing working drawings, and (vii) are in form and contain instructions and specifications sufficient to obtain a building permit (the “Proposed Construction Plans”). Tenant will deliver the Proposed Construction Plans to Landlord within 15 days after the date that Landlord approves the Proposed Space Plan. Within 10 days after Landlord receives the Proposed Construction Plans, Landlord will notify Tenant whether it approves or disapproves the Proposed Construction Plans (a “Construction Plan Notice”); and if Landlord disapproves, Landlord will provide Tenant with its reasons for disapproval and Tenant will cause Tenant’s Architect to revise and redeliver the Proposed Construction Plans to Landlord within 10 days after receipt of a Construction Plan Notice. Landlord will not charge any plan review fees or approval fees other than the Monitoring Fee. This process will be repeated until Landlord approves the Proposed Construction Plans (as approved, and all including changes and amendments thereto modifications agreed to by Landlord and Tenant in writingthe parties, are herein called referred to as the “Construction Plans”) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the ). If Tenant has not submitted Proposed Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. that Landlord is willing to approve within 60 days after the Effective Date (the “Tenant’s ImprovementsConstruction Plans Termination Date”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delaymay terminate this Lease.

Construction Plans. On or before ten (101) days after approval Prior to the commencement of construction of the Space Project, the Developer will deliver to the Authority the Construction Plans, Construction Documents and a sworn construction cost statement certified by the Developer and the General Contractor (the “Sworn Construction Cost Statement”) all in form and substance acceptable to the Authority. The Construction Plans for the Project shall be consistent with the Project Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approvedthis Agreement, and all changes applicable State and amendments thereto agreed local laws and regulations and the Site Plan and Design Drawings previously submitted to by Landlord the Authority. The City ’s building official and Tenant the Executive Director of the Authority, on behalf of the Authority shall promptly review any Construction Plans upon submission and deliver to the Developer a written statement approving the Construction Plans or a written statement rejecting the Construction Plans and specifying the deficiencies in writing, are herein called the “Construction Plans”. The City’s building official and the Executive Director of the Authority on behalf of the Authority shall approve the Construction Plans if: (i) for all of Tenant’s Improvements requested pursuant the Construction Plans substantially conform to the Space Plan, the Design terms and Color Scheme and the Above Standard Product Specification List conditions of this Agreement; (all improvements required by ii) the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail consistent with the goals and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost objectives of producing the Project Plan; (iii) the Construction Plans shall not exceed $1.10 per usable square foot. Within three comply with the Site Plan and Design Drawings; and (3iv) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in do not violate any three (3) business day periodapplicable federal, Tenant shall be deemed to have approved the last submitted construction plansState or local laws, ordinances, rules or regulations. Each day thereafter that If the Construction Plans are not approved by Tenant the Authority, then the Developer shall make such changes as the Authority may reasonably require and resubmit the Construction Plans to the Authority for approval, which will not be unreasonably withheld, unreasonably conditioned or unreasonably delayed. The Authority acknowledges that upon execution of this Agreement the Developer will have submitted Construction Plans sufficient to obtain a grading permit for the Project. (2) The approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority does not constitute one (1) day a representation or warranty by the Authority that the Construction Plans or the Project comply with any applicable building code, health or safety regulation, zoning regulation, environmental law or other law or regulation, or that the Project will meet the qualifications for issuance of Tenant Delay a certificate of occupancy, or Landlord Delaythat the Project will meet the requirements of the Developer or any other users of the Project. Approval of the Construction Plans, or any proposed amendment to the Construction Plans, by the Authority will not constitute a waiver of an Event of Default. Nothing in this Agreement shall be construed to relieve the Developer of its obligations to receive any required approval of the Construction Plans from any City department.

Construction Plans. On or before ten (10) days after Upon Landlord's approval of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s 's space planner and engineer, at Tenant's expense, will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “"Construction Plans”") for all of Tenant’s Improvements 's improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “called "Tenant’s 's Improvements”"), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans Tenant shall not exceed $1.10 per usable square footseparately contract with BL&P Engineering or another third party reasonably approved by Landlord, for all mechanical, electrical and plumbing drawings and design to be incorporated in such construction plans. Within three (3) business days after Construction Plans construction plans are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheldwithheld so long as the plans do not interfere with the Building's systems to provide service to any other Tenant in the Building and the materials utilized in connection with Tenant's Improvements shall be compatible with the design, architectural integrity and character of the Building) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord Tenant and Landlord’s Tenant's space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, The extent to which Landlord shall within three be able to disprove items in the Construction Plan shall be limited to elements affecting load-bearing or corridor walls, Building systems (3) business days provide a revised Construction Planmechanical and electrical), items visible from the exterior of the Building and items visible from common or public areas with the BUILDING. The foregoing process shall continue until the Construction Plans construction plans are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in any three (3) business day period, Tenant Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delay.

Construction Plans. On or before ten (10) days after approval of the Space PlanMay 26, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant1995, Landlord’s 's space planner and engineer, at Tenant's expense, will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “"Construction Plans”") for all of Tenant’s Improvements 's improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “called "Tenant’s 's Improvements”"), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans construction plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant shall provide Landlord and Landlord’s 's space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three Within five (35) business days provide a after receipt of such specific reasons for disapproval, Landlord's space planner and engineer shall deliver revised Construction PlanPlans to Tenant. The foregoing process shall continue until the Construction Plans construction plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each If the construction plans are not approved in writing by both Tenant and Landlord on or before June 8, 1995, for any reason whatsoever, then each day thereafter after June 8, 1995 that the Construction Plans construction plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delay.

Construction Plans. On or before ten fifteen (1015) days after approval of the ------------------ Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, Landlord’s a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner and engineerif the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plansplans and specifications, when approvedapproved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “"Construction Plans”") for all of Tenant’s Improvements 's improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “called "Tenant’s 's Improvements”"), including complete color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans and specifications are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord and Landlord’s space planner and engineer Tenant's architect specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans construction plans and specifications are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in any three five (35) business day period, Tenant Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the First Floor Expansion Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans are not approved by Tenant shall constitute one within thirty (130) day days of Tenant Delay or Landlord Delayreceipt of an invoice therefor.

Construction Plans. On or before ten (10a) days after approval Before the City makes any disbursements of Loan proceeds under Article III, the Association shall submit the Construction Plans to the City Building Official, who shall review such plans on behalf of the Space Plan, City. The Construction Plans shall provide for the Design construction of the Housing Improvements and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approvedshall be in conformity with this Agreement, and all changes applicable State and amendments thereto agreed to by Landlord local laws and Tenant regulations. The City Building Official will approve the Construction Plans in writing, are herein called writing if: (i) the “Construction Plans”) for all of Tenant’s Improvements requested pursuant Plans conform to the Space Planterms and conditions of this Agreement; (ii) the Construction Plans conform to all applicable federal, the Design state and Color Scheme local laws, ordinances, rules and the Above Standard Product Specification List regulations; (all improvements required by iii) the Construction Plans are herein calledadequate to provide for construction of the Housing Improvements; and (iv) no Event of Default has occurred. No approval by the City Building Official shall relieve the Association of the obligation to comply with the terms of this Agreement, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTapplicable federal, MARKED BY BRACKETSstate and local laws, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933ordinances, AS AMENDEDrules and regulations, or to construct the Housing Improvements in accordance therewith. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and No approval by the City Building Standard heating, ventilation and air conditioning equipment and controlsOfficial shall constitute a waiver of an Event of Default. The cost If approval of producing the Construction Plans is requested by the Association in writing at the time of submission, such Construction Plans shall not exceed $1.10 per usable square footbe deemed approved unless rejected in writing by the City Building Official, in whole or in part. Within three (3) business Such rejections shall set forth in detail the reasons therefore, and shall be made within 30 days after the date of their receipt by the City Building Official. If the City Building Official rejects any Construction Plans are delivered in whole or in part, the Association shall submit new or corrected Construction Plans within 30 days after written notification to Tenantthe Association of the rejection. The provisions of this Section relating to approval, Tenant rejection and resubmission of corrected Construction Plans shall approve (which continue to apply until the Construction Plans have been approved by the City Building Official. The City Building Official’s approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant . Said approval shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide constitute a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter conclusive determination that the Construction Plans are not (and the Housing Improvements, constructed in accordance with said plans) comply to the City Building Official’s satisfaction with the provisions of this Agreement relating thereto. (b) If the Association desires to make any material change in the Construction Plans after their approval by the City Building Official, the Association shall submit the proposed change to the City Building Official for approval. For the purposes of this Section, a “material change” means any change that (i) increases or decreases the total cost of the Housing Improvements by more than $25,000 or (ii) involves any change in construction materials or design that reasonably requires review for compliance with state and local laws and regulations. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the City Building Official shall approve the proposed change and notify the Association in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by Tenant the City Building Official unless rejected, in whole or in part, by written notice by the City Building Official to the Association, setting forth in detail the reasons therefor. Such rejection shall constitute one (1) day be made within 10 days after receipt of Tenant Delay or Landlord Delaythe notice of such change. The City Building Official’s approval of any such change in the Construction Plans will not be unreasonably withheld.

Construction Plans. On (a) Before Closing, Developer shall submit to the Authority the Construction Plans. The Authority will approve such Construction Plans in writing if: (i) such Construction Plans conform to the terms and conditions of this Agreement; (ii) such Construction Plans conform to the goals and objectives of the Development Plan between Developer and the City; (iii) such Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) such Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to Developer for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. No approval by the Authority shall relieve Developer of the obligation to comply with the terms of this Agreement or before ten (10) days after of the Development Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default. If approval of the Space PlanConstruction Plans is requested by Xxxxxxxxx in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Design and Color Scheme and Authority, in whole or in part. Such rejections shall set forth in detail the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approvedreasons therefore, and all changes shall be made within 30 days after the date of their receipt by the Authority. If the Authority rejects any Construction Plans in whole or in part, Developer shall submit new or corrected Construction Plans within 30 days after written notification to Developer of the rejection. The provisions of this Section relating to approval, rejection and amendments thereto agreed resubmission of corrected Construction Plans shall continue to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by apply until the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controlshave been approved or deemed approved by the Authority. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which Authority’s approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant . Said approval shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide constitute a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter conclusive determination that the Construction Plans are (and the Minimum Improvements, constructed in accordance with said plans) comply to the Authority’s satisfaction with the provisions of this Agreement relating thereto, but any approvals by the Authority hereunder will not constitute approval by any City officials regarding any City requirements related to construction of the Minimum Improvements, rather such approvals shall be governed by City ordinances, policies and procedures. Developer hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction Plans requested by the Authority. Neither the Authority nor any employee or official of the Authority shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authority. (b) If Developer desires to make any material change in the Construction Plans after their approval by the Authority, Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify Developer in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by Tenant the Authority unless rejected, in whole or in part, by written notice by the Authority to Developer, setting forth in detail the reasons therefor. Such rejection shall be made within 20 days after receipt of the notice of such change to the Construction Plans. The Authority’s approval of any such change in the Construction Plans will not be unreasonably withheld, conditioned or delayed. Nothing in this paragraph will relieve Developer of the obligation to comply with any City ordinances or procedures regarding changes in Construction Plans, and any approvals by the Authority hereunder will not constitute one (1) day approval by any City officials regarding any City requirement related to construction of Tenant Delay or Landlord Delaythe Minimum Improvements.

Construction Plans. On or before ten (10a) days after approval Before commencement of construction of the Space PlanProject, the Design Developer shall submit the Construction Plans to the Authority. The Authority Representative will approve the Construction Plans in writing if (i) the Construction Plans conform to the terms and Color Scheme conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Above Standard Product Specification List by Landlord and TenantRedevelopment Plan; (iii) the Construction Plans conform to all applicable federal, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approvedState, and all changes local laws, ordinances, rules and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”regulations; (iv) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings adequate to provide for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost construction of producing the Project; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Developer from all sources (including Developer’s equity) for construction of the Project; and (vi) no uncured Event of Default has occurred. Approval may be based upon a review by the City’s Building Official of the Construction Plans. No approval by the Authority Representative shall not exceed $1.10 per usable square footrelieve the Developer of the obligation to comply with the terms of this Agreement or applicable federal, State, and local laws, ordinances, rules, and regulations, or to construct the Project in accordance therewith. Within three No approval by the Authority Representative shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Developer in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the reasons therefor, and shall be made within thirty (330) business days after the date of their receipt by the Authority. If the Authority Representative rejects any Construction Plans are delivered in whole or in part, the Developer shall submit new or corrected Construction Plans within thirty (30) days after written notification to Tenantthe Developer of the rejection. The provisions of this Section relating to approval, Tenant rejection and resubmission of corrected Construction Plans shall approve (which continue to apply until the Construction Plans have been approved by the Authority. The Authority Representative’s approval shall not be unreasonably withheld) , delayed or disapprove same in writing and, if disapproved, Tenant conditioned. Said approval shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide constitute a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter conclusive determination that the Construction Plans are not (and the Project constructed in accordance with said plans) comply to the Authority’s satisfaction with the provisions of this Agreement relating thereto. (b) If the Developer desires to make any Material Change in the Construction Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 with respect to such previously approved Construction Plans, the Authority Representative shall approve the proposed change and notify the Developer in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by Tenant the Authority unless rejected, in whole or in part, by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall constitute one be made within thirty (130) day days after receipt of Tenant Delay or Landlord Delaythe notice of such change. The Authority’s approval of any such change in the Construction Plans may be conditioned on amendment to provisions of this Agreement if such amendments will mitigate the materiality of such proposed changes.

Construction Plans. On or before ten (10) days after approval Tenant shall cause to be prepared the Construction Plans for the Tenant Improvements that are consistent with and are logical evolutions of the Space Plan, the Design and Color Scheme Plan and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controlsbuilding standards. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are be delivered to TenantLandlord for approval, Tenant shall approve (which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall respond to the Construction Plans within ten (10) or disapprove same in writing and, if disapprovedbusiness days of its receipt thereof. Within a reasonable period of time after receipt of Landlord's response (not to exceed thirty (30) days), Tenant shall provide respond to any objections of Landlord to the Construction Plans and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a resubmit appropriately revised Construction PlanPlans prepared by Tenant's Architect, and such resubmitted Construction Plans shall clearly indicate which portions of the Construction Plans are revised and which portions of the Construction Plans remain unchanged from the previously submitted Construction Plans. The foregoing This process shall continue be repeated until the Construction Plans have been completed by Tenant and approved in writing by Landlord. (The Construction Plans for all of the improvements to be constructed in the Premises, as approved in writing by Landlord, as revised by Tenant from time to time with Landlord's written approval in accordance with the following provisions of this Section 3.1, are approved hereinafter called the "Final Plans"). Tenant shall cause Tenant's Contractor to (A) obtain Landlord's prior written approval (which Landlord shall not unreasonably withhold or delay) of all subcontractors to be utilized in the performance of any construction work affecting the Building's life safety, mechanical or electrical systems, (B) obtain all necessary governmental permits and approvals in connection with the Tenant Improvements (including demolition, if applicable) shown on the Final Plans (and Landlord shall have no responsibility whatsoever in connection with obtaining the same), (C) furnish to Landlord, prior to the commencement of any construction in the Premises, certificates evidencing comprehensive public liability insurance with limits per occurrence of not less than Two Million Dollars ($2,000,000.00) and property damage insurance with limits per occurrence of not less than One Million Dollars ($1,000,000.00), covering Tenant's Contractor's and subcontractors' operations in the Premises and the Building (including any liability arising out of work involving Hazardous Materials) and builders' risk insurance providing coverage in an amount equal to the full value of the Tenant Improvements upon completion thereof, and with respect to all such insurance naming Landlord as an additional insured, and upon Landlord's request also naming any or all of the mortgagees as additional insureds, (D) perform the construction work in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building, and (E) perform the construction work in accordance with applicable Laws and in such manner as to minimize disturbance of other tenants and occupants of the Building and, with respect to any work the sound levels or other effects of which would unreasonably disturb other tenants or occupants of the Building, perform such work during other than normal business hours. Landlord shall have no responsibility for furnishing any security services in or about the Building or the Premises to safeguard Tenant's construction of the Tenant Improvements or materials in connection therewith, and Tenant shall have full responsibility for any loss or damage thereof; provided that if any security actions taken by Tenant, its agents or contractors, with respect to such Tenant fails to respond Improvements or materials shall be consistent with and shall not interfere in any three (3) business day period, Tenant shall be deemed to have approved respect with any reasonable security requirements established by Landlord for the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord DelayBuilding.

Construction Plans. On Within sixty (60) days following the Lease -------------------- Commencement Date, Tenant shall deliver to Landlord, for Landlord's review and approval, complete construction plans and specifications for the construction of the Improvements, including grading and drainage plans, utility plans, sewer and water service connections, locations of ingress and egress to and from public thoroughfares, curbs, gutters, and designs and locations for signage and landscaping (the "Construction Plans"). The Construction Plans shall be prepared by an architect or before engineer licensed to practice as such in the Commonwealth of Pennsylvania. The Construction Plans shall reflect that the Improvements, if constructed in accordance with the Construction Plans, will be (i) in compliance with all Applicable Laws, and (ii) situated within the boundaries of the Leased Premises and Limited Common Area as depicted on Exhibit "B". Landlord shall promptly review the Construction Plans and shall notify Tenant of Landlord's approval or disapproval thereof within ten (10) days after approval following receipt of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all . If Landlord disapproves of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein calledas aforesaid, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTLandlord shall indicate in Landlord's notice the specific reason for such disapproval, MARKED BY BRACKETSand Tenant shall have the right to submit revised Construction Plans, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933and Landlord shall have ten (10) days following each such submission and resubmission to notify Tenant of any specific reasonable objection that Landlord might have. Time shall be of the essence of all time periods in this paragraph, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost if Landlord fails to notify Tenant of producing Landlord's specific reasonable objection to the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenantor any revision thereto, Tenant shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapprovalwithin the applicable time period, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved such Construction Plans. Upon completion of the last submitted construction plans. Each day thereafter that the Improvements, Tenant shall provide Landlord with a true and complete copy of all Construction Plans are not approved by Tenant shall constitute one (1) day and working drawings reflecting the as-built completion of Tenant Delay or Landlord Delaythe Improvements.

Construction Plans. On or before ten (10a) days after approval Generally. Before commencing construction of the Space PlanMinimum Improvements or any portion thereof, Developer shall submit to the Design and Color Scheme EDA Construction Plans for such Phase or portion thereof. The City’s chief building official, City Assessor and the Above Standard Product Specification List by Landlord Executive Director of the EDA will review and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approvedapprove all Construction Plans on behalf of the EDA, and for the purposes of this Section the term “EDA” means those named officials. The Construction Plans shall provide for the construction of the Minimum Improvements (or relevant portion thereof) and shall be in conformity with this Agreement and all changes applicable State and amendments thereto agreed local laws and regulations. The EDA will approve the Construction Plans in writing or by issuance of a permit if: (i) the Construction Plans conform to by Landlord all terms and Tenant in writingconditions of this Agreement, are herein called (ii) the “Construction Plans”Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations, including without limitation the Housing Assistance Policy; (iii) for all of Tenant’s Improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein calledadequate to provide for construction of the subject Phase or relevant portion thereof); and (iv) there is no uncured Event of Default. No approval by the EDA shall relieve the Developer of the obligation to comply with the terms of this Agreement, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTapplicable federal, MARKED BY BRACKETSstate and local laws, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933ordinances, AS AMENDEDrules and regulations, or to construct the Minimum Improvements in accordance therewith. “Tenant’s Improvements”)No approval by the EDA shall constitute a waiver of an Event of Default, including or waiver of any State or City building or other code requirements that may apply. As soon as feasible, but not later than 20 days after receipt of complete detail Construction Plans and finish drawings permit applications for partitionsthe subject Phase, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the EDA will either approve the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after in writing or deliver to Developer an initial review letter describing any comments or changes requested by EDA staff; provided, however that if the EDA staff provide neither a review letter describing any comments or requested changes nor written approval of the Construction Plans are delivered within such 20 day period, the applicable Construction Plans will be deemed approved by the EDA. If the EDA provides comments or changes to Tenantthe Construction Plans for a Phase, Tenant then, thereafter, the parties shall approve (which negotiate in good faith regarding final approval of such Construction Plans. The EDA’s approval shall not be unreasonably withheld) , conditioned or disapprove same in writing and, if disapproved, Tenant delayed. Said approval shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide constitute a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter conclusive determination that the Construction Plans are (and the subject Phase to be constructed in accordance with said plans) comply to the EDA’s satisfaction with the provisions of this Agreement relating thereto but any approvals by the EDA hereunder will not approved constitute approval by Tenant any City officials regarding any City requirement related to construction of the Minimum Improvements. Developer hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the EDA and/or any changes requested by the EDA in connection with approving the Construction Plans, except for any failure by EDA to perform its obligations under this Section. Neither the EDA, the City, nor any employee or official of the EDA or City shall constitute one (1) day of Tenant Delay be responsible in any manner whatsoever for any defect in the Construction Plans or Landlord Delayin any work done pursuant to the Construction Plans, including changes requested by the EDA.

Construction Plans. On or before ten Landlord shall prepare final plans and specifications for the Tenant Improvements that (10a) days after approval are consistent with and are logical evolutions of the Space PlanApproved Schematic Plans and (b) incorporate any other Tenant-requested (and Landlord-approved) changes to the Approved Schematic Plans (together with changes to the Approved Plans (as defined below), the Design “Changes”). As soon as such final plans and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans specifications (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) are completed, Landlord shall deliver the same to Tenant for all of Tenant’s Improvements requested pursuant to the Space Planapproval, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three (3) business days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or disapproved by Tenant within five (5) or disapprove same days after delivery to Tenant. Tenant’s failure to respond within such five (5) day period shall be deemed approval by Tenant. If the Construction Plans are disapproved by Tenant, then Tenant shall notify Landlord in writing andof its reasonable objections to such Construction Plans, if disapproved, Tenant and the parties shall provide Landlord confer and Landlord’s space planner and engineer specific reasons for disapprovalnegotiate in good faith to reach agreement on the Construction Plans. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until Promptly after the Construction Plans are approved by Landlord and Tenant; provided , two (2) copies of such Construction Plans shall be initialed and dated by Landlord and Tenant, and Landlord shall promptly submit the Construction Plans to all appropriate Governmental Authorities for approval. Provided that the TI Critical Milestones are completed by the respective TI Critical Milestone Dates, if Landlord submits the Construction Plans to all appropriate Governmental Authorities for approval at a time that causes additional costs to be incurred pursuant to under Title 24 of the California Code of Regulations, Landlord will be responsible for such additional costs, which shall not be paid with the TI Allowance. The Construction Plans so approved, and all change orders specifically permitted by this Work Letter, are referred to herein as the “Approved Plans.” If any Tenant-requested Changes (y) delay Substantial Completion of the Tenant fails Improvements, then Landlord shall have additional time to respond in any three achieve Substantial Completion of the Tenant Improvements pursuant to Section 5.6 of the Amendment, or (3z) business day periodincrease the cost of the Tenant Improvements, Tenant shall be deemed liable for such increase to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day extent provided in Section 3 of Tenant Delay or Landlord Delaythis Work Letter.

Construction Plans. On or before ten Within four (104) days weeks after approval execution of the Space PlanLease, the Design and Color Scheme and the Above Standard Product Specification List by Landlord and Tenant’s Architect, shall provide Landlord’s space planner and engineerarchitect with sufficient information for Landlord’s architect to complete the Construction Plans, including Tenant's contemplated electrical loads, will prepare construction plans (such construction plans, when approvedfinishes, and all changes and amendments thereto agreed 1001 3rd Avenue South - Select Comfort Corporation - NNN (2016 v1.1) other items necessary for Landlord’s Architect to by Landlord and Tenant in writing, are herein called complete the “Construction Plans”) for all . Attached to this Exhibit E is the schedule of approval dates as prepared by Tenant’s Improvements requested pursuant to the Space PlanArchitect Landlord’s Architect and Landlord’s engineer will, the Design and Color Scheme and the Above Standard Product Specification List at Tenant’s expense (all improvements required by the after Tenant has approved such costs), prepare an initial set of Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s for the Initial Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing Prior to the time that the Construction Plans shall not exceed $1.10 per usable square footare completed, (at Schematic Design, with updates at Design Develop and 70% completion of the Construction Documents) Landlord will retain a price estimate contactor to provide pricing information for both Landlord and Tenant, regarding construction of the improvements to the Premises and Common Areas. The parties will select a mutually acceptable price estimate contractor to provide the pricing information. This price estimate contractor will also be allowed the right to submit a proposal in response to the RFP to select a construction contractor to construct the improvements to the Premises and the Common Area. . Within three ten (310) business days Working Days after Construction Plans are delivered to Tenant, Tenant shall approve (which approval shall be not be unreasonably withheld) or disapprove same the initial set of Construction Plans in writing and, and if disapproved, Tenant shall provide Landlord and Landlord’s space planner Architect and Landlord’s engineer with specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue be repeated until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that If the Construction Plans are not approved in writing by both Tenant and Landlord on or before a date mutually agreed to by the parties, because of a delay caused by Tenant, then each day after that date until the Constructions Plans are approved by Tenant shall constitute one (1) day of Tenant Delay. Notwithstanding the foregoing, any delay caused by Landlord in not approving Tenant’s modifications beyond the mutually agreed to date will constitute one (1) day of Landlord Delay delaying the Rent Commencement Date for each day of Landlord Delays. Landlord agrees that any changes to the Construction Plans, or changes to the specified materials require Tenant’s prior written approval before commencement of work. Landlord Delaywill be responsible for latent defects to the building system.

Construction Plans. On or before ten Within forty-five (1045) days after written approval (or deemed approval) of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord, at Tenant’s space planner and engineer, expense (subject to reimbursement through the Finish Allowance), will prepare construction plans (such construction plans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. called “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord Tenant and LandlordTenant’s space planner and engineer architect specific reasons for disapproval. After If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re-submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval, Landlord shall within . Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide a revised Construction PlanTenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the Construction Plans construction plans are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in the five (5) or any three (3) business day period, Tenant as applicable, Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter that If the Construction Plans construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before June 24, 2011 for any reason whatsoever, then each day after June 24, 2011 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or Landlord Delayspecifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the work required by the construction plans affects the exterior of the 260 Expansion Space or the Building.

Construction Plans. On or before ten fifteen (1015) days after approval of the ------------------ Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, Landlord’s a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner and engineerif the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plansplans and specifications, when approvedapproved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “"Construction Plans”") for all of Tenant’s Improvements 's improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “called "Tenant’s 's Improvements”"), including complete color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans and specifications are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord and Landlord’s space planner and engineer Tenant's architect specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans construction plans and specifications are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in any three five (35) business day period, Tenant Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Third Floor Right of First Refusal Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans are not approved by Tenant shall constitute one within thirty (130) day days of Tenant Delay or Landlord Delayreceipt of an invoice therefor.

Construction Plans. On or before ten Within forty-five (1045) days after written approval (or deemed approval) of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord, at Tenant’s space planner and engineer, expense (subject to reimbursement through the Finish Allowance), will prepare construction plans (such construction plans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. called “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord Tenant and LandlordTenant’s space planner and engineer architect specific reasons for disapproval. After If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re- submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval, Landlord shall within . Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide a revised Construction PlanTenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the Construction Plans construction plans are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in the five (5) or any three (3) business day period, Tenant as applicable, Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter that If the Construction Plans construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before May 1, 2010 for any reason whatsoever, then each day after May 1, 2010 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or Landlord Delayspecifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the work required by the construction plans affects the exterior of the Expansion Space or the Building.

Construction Plans. On or before ten (10) days after Prior to the approval of the Space PlanSupplement and initial installation of new or replacement poles for the attachment of LICENSEE's Equipment, the Design and Color Scheme for any and the Above Standard Product Specification List by Landlord and Tenantall subsequent revisions and/or modifications thereof, Landlord’s space planner and engineeror additions thereto, , will prepare LICENSEE shall provide LICENSOR with construction plans (such "Construction Plans") consisting of the following: Line or CAD drawings (AutoCAD DWG format or ESRI Shapefile) showing the location and materials of all planned installations, plus an engineer's estimate of all materials and construction plansmethods, with locations to be shown using UTM projection coordinates NAD83, Zone 14N, US-ET; Construction Specifications and Product Specifications for all planned installations; Diagrams and Shop Drawings of proposed Equipment and/or new or replacement LICENSOR Poles; Drawings showing elevations of the proposed equipment to be installed, and identification and distance to nearby features (and, when approvedrequested by LICENSOR, photo simulations); and A complete and detailed inventory of all changes Equipment and amendments thereto agreed personal property of LICENSEE to be actually placed on the Site. LICENSOR retains the right to survey the installed Equipment and to reject construction that does not comport with the approved Construction Plans or LICENSOR's Code Standards. Construction Plans shall be easily readable and subject to prior written approval by Landlord and Tenant in writingLICENSOR, are herein called which shall not be withheld, conditioned, or delayed without cause. To the “Construction Plans”) for all of Tenant’s Improvements requested extent not included with an application submitted pursuant to the Space PlanParagraph II.c., the Design LICENSOR shall have sixty (60) calendar days to review and Color Scheme and the Above Standard Product Specification List (all improvements required by comment on the Construction Plans are herein calledand deficiencies and resubmittals shall be handled as provided in Article II, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDEDabove. “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing Should the Construction Plans need to be revised based on the comments provided by LICENSOR, no construction shall not exceed $1.10 per usable square footcommence until final approval is granted by LICENSOR, and any permits or other authorization to commence construction are issued by LICENSOR. Within three (3) business days after Final Construction Plans are delivered shall have affixed to Tenantthem the signature of LICENSEE's engineer who shall be licensed in the State of South Dakota. LICENSEE must obtain its building/construction permit on a timely basis as provided by LICENSOR Ordinance or Resolution or such plan approval will expire without notice. LICENSEE or its Contractor must timely commence construction and/or installation after obtaining the required permits for such construction and/or installation, Tenant and must timely call for and submit to inspection upon completion as provided by LICENSOR Ordinance or Resolution. Unless otherwise directed by LICENSOR, any required Make-Ready Work shall approve (which approval be performed by LICENSEE, at LICENSEE's own cost. In the event LICENSOR notifies LICENSEE that LICENSOR will perform any required Make-Ready Work, LICENSOR shall not be unreasonably withheld) required to begin such work until it has received LICENSEE's payment of the Make-Ready Costs related to the Make-Ready Work to be performed by LICENSOR. All Make-Ready Work, whether performed by LICENSEE or disapprove same in writing andLICENSOR, if disapproved, Tenant shall provide Landlord must be inspected by LICENSOR before LICENSOR accepts ownership and Landlord’s space planner and engineer specific reasons maintenance responsibility for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are not approved by Tenant shall constitute one (1) day of Tenant Delay or Landlord Delaysubject LICENSOR Pole.

Construction Plans. On or before ten Within forty-five (1045) days after written approval (or deemed approval) of the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, a licensed architect and MEP engineer selected by Tenant and reasonably acceptable to Landlord, at Tenant’s space planner and engineer, expense (subject to reimbursement through the Finish Allowance), will prepare construction plans (such construction plans, when approved in writing (or deemed approved) by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “Construction Plans”) for all of Tenant’s Improvements improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. called “Tenant’s Improvements”), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord Tenant and LandlordTenant’s space planner and engineer architect specific reasons for disapproval. After If Landlord disapproves of the submitted construction plans, Tenant shall cause Tenant’s architect to revise the construction plans to incorporate Landlord’s comments and re-submit the revised construction plans to Landlord within five (5) business days after Landlord’s notice of disapproval, Landlord shall within . Within three (3) business days after the revised construction plans are delivered to Landlord, Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and if disapproved, Landlord shall provide a revised Construction PlanTenant and Tenant’s architect specific reasons for disapproval. The foregoing process shall continue until the Construction Plans construction plans are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in the five (5) or any three (3) business day period, Tenant as applicable, Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter that If the Construction Plans construction plans are not approved in writing (or deemed approved) by both Tenant and Landlord on or before October 1, 2009 for any reason whatsoever, Landlord may, at its sole option, terminate the Lease and this Exhibit, whereupon Landlord shall have no further liability or obligation thereunder or hereunder. If Landlord does not elect to so terminate, then each day after October 1, 2009 that the construction plans are not approved (or deemed approved) by Landlord and Tenant shall constitute one (1) day of Tenant Delay Delay. Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or Landlord Delayspecifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, or (iv) the work required by the construction plans affects the exterior of the Premises or the Building.

Construction Plans. On or before ten fifteen (1015) days after approval of the ------------------ Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan by Landlord and Tenant, Landlord’s a licensed architect reasonably acceptable to Landlord (which architect may be the approved space planner and engineerif the space planner is a licensed architect), at Tenant's expense, will prepare construction plans and specifications (such construction plansplans and specifications, when approvedapproved by Landlord and Tenant, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called the “"Construction Plans”") for all of Tenant’s Improvements 's improvements requested pursuant to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List Plan (all improvements required by the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “called "Tenant’s 's Improvements”"), including complete color and design schemes, detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard standard heating, ventilation and air conditioning equipment and controls. The cost of producing the Construction Plans shall not exceed $1.10 per usable square foot. Within three five (35) business days after Construction Plans construction plans and specifications are delivered to TenantLandlord, Tenant Landlord shall approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, and if disapproved, Tenant Landlord shall provide Landlord and Landlord’s space planner and engineer Tenant's architect specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans construction plans and specifications are approved by TenantLandlord; provided that if Tenant Landlord fails to respond in any three five (35) business day period, Tenant Landlord shall be deemed to have approved the last submitted construction plans. Each day thereafter Landlord hereby agrees that Landlord shall not be entitled to disapprove construction plans except for the following reasons: (i) the construction plans do not conform to applicable laws, rules and regulations, (ii) the construction plans or specifications will not accommodate Building standard heating, cooling, mechanical, electrical or plumbing improvements, (iii) the construction plans or specifications do not conform to the Space Plan, (iv) the construction required by the construction plans could in Landlord's judgment affect the structural integrity or any structural member of the Building or any part thereof or requires a floor of the Building to be cut through or in Landlord's judgment will adversely affect existing Building standard heating, cooling, mechanical, electrical or plumbing improvements in any part of the Building, (v) the design and/or color of the improvements which can been seen from the Common Areas do not conform to the design and/or color scheme generally found in other parts of the Building, (vi) the work required by the construction plans affects the exterior of the Expansion Premises or the Building, or (vii) the construction plans are incomplete or contain material errors or omissions (collectively, "Permitted Objections"). Tenant shall reimburse Landlord for the cost of Landlord's architectural review of the Space Plan and the Construction Plans are not approved by Tenant shall constitute one within thirty (130) day days of Tenant Delay or Landlord Delayreceipt of an invoice therefor.

Construction Plans. On or before ten (10) days after approval Landlord shall cause to be prepared the Construction Plans for the Tenant Improvements that are consistent with and are logical evolutions of the Space Plan, Preliminary Plans as soon as reasonably practicable following the Design mutual execution and Color Scheme and delivery of the Above Standard Product Specification List Lease by Landlord and Tenant, Landlord’s space planner and engineer, , will prepare construction plans (such construction plans, when approved, and all changes and amendments thereto agreed to by Landlord and Tenant in writing, are herein called . Upon completion of the “Construction Plans”, Landlord shall immediately forward such plans to Tenant for approval, which approval shall not be unreasonably withheld or delayed. Within five (5) for all of business days following Tenant’s Improvements requested pursuant receipt of the Construction Plans, Tenant shall notify Landlord in writing whether Tenant approves or reasonably disapproves of the Construction Plans. If Tenant reasonably disapproves of the proposed Construction Plans, Tenant’s written notice of disapproval shall specify any changes or modifications Tenant desires in the Construction Plans. Architect will then revise the Construction Plans, taking into account the reasons for Tenant’s disapproval (provided, however, that Architect shall not be required to the Space Plan, the Design and Color Scheme and the Above Standard Product Specification List (all improvements required by make any revision to the Construction Plans are herein called, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. “Tenant’s Improvements”that Landlord reasonably disapproves), including complete detail and finish drawings for partitions, doors, reflected ceiling, telephone outlets, electrical switches and outlets and Building Standard heating, ventilation and air conditioning equipment and controls. The cost of producing resubmit the Construction Plans to Tenant for its approval. Tenant shall not exceed $1.10 per usable square foot. Within approve or disapprove the revised Construction Plans within three (3) business days after receipt thereof. Such procedure shall be repeated as necessary until Tenant has approved the Construction Plans are delivered Plans; provided, however, that any failure of Tenant to Tenant, Tenant shall fully and finally approve (which approval shall not be unreasonably withheld) or disapprove same in writing and, if disapproved, Tenant shall provide Landlord and Landlord’s space planner and engineer specific reasons for disapproval. After Tenant’s disapproval, Landlord shall within three (3) business days provide a revised Construction Plan. The foregoing process shall continue until the Construction Plans are approved within twenty-five (25) days after receipt of the first drafts thereof from Landlord shall constitute a Tenant Delay, as long as Landlord and Contractor have not unreasonably delayed in their preparation and delivery of the Construction Plans. Landlord shall not unreasonably withhold its approval of any change requested by Tenant; provided that if Tenant fails to respond in any three (3) business day period, Tenant shall be deemed to have approved the last submitted construction plans. Each day thereafter that the Construction Plans are which does not materially delay the Estimated Commencement Date nor materially increase the cost that will be incurred by Landlord in constructing the Tenant Improvements. When the Construction Plans have been approved by Landlord and Tenant as provided above, the Construction Plans shall constitute one (1) day of Tenant Delay or Landlord Delaybe initialed by the parties.