Common use of Landlord’s Approval Clause in Contracts

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistentinconsistent in any material respect, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on upon Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for provided by Section 7.3 Landlord herein unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination and or expiration without expense to LandlordLandlord (alterations, additions or improvements described in this clause (v) being sometimes collectively referred to as “Special Improvements”); or (Bb) for making its approval of any Special Improvements conditional on Tenant’s agreement to restore the Premises to its condition prior to construction of such alteration, addition, or improvement Special Improvements at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions reasonable wear and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”)tear excepted. At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Property in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from LandlordLandlord (together with reasonable supporting back-up documentation), Tenant shall pay to Landlord, Landlord as a fee for Landlord’s review of any work or plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B Section 4.1 hereof for which a fee had has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per 150/hour for Landlord’s internal review of Tenant’s submission of plans; providedtime spent by senior staff, however, such fee and $100/hour for time spent by junior staff (which shall not exceed $3,0002,500 per floor project), plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees shall not make, or allow to make be made, any alterations, additions physical additions, improvements or improvements partitions, including without limitation the attachment of any fixtures or equipment, in, about or to the Premises, whether before or during Premises (“Alterations”) without obtaining the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writingprior written consent of Landlord, which approval consent shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating delayed with respect to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which proposed Alterations which: (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or comply with all Applicable Laws; (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistentare, in Landlord’s reasonable judgmentopinion, compatible with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding or the Project and the Base Building Systems , and will not cause the Building or (v) will require unusual expense Project or Base Building Systems to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at modified to comply with any Applicable Laws (including, without limitation, the end Americans With Disabilities Act); and (iii) will not unreasonably interfere with or materially disturb the use and occupancy of any other portion of the TermBuilding or Project by any other tenant or its invitees. Specifically, provided that Tenant shall include but without limiting the following legend in capitalized and bold type displayed prominently on the top generality of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE)foregoing, LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such Landlord shall have the right to approve all plans and specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or under Exhibit B-1 subcontractor to be employed on the work of Alterations, and consent the time for performance of such work, and may impose reasonable rules and regulations for contractors and subcontractors performing such work. Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and architects to perform work described therein affecting the Base Building Systems. Tenant shall not be deemed an agreement also supply to Landlord any documents and information reasonably requested by Landlord that such plans, specifications and in connection with Landlord’s consideration of a request for approval hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed shall constitute a waiver of Tenant’s obligations under this Lease Paragraph 12, nor constitute any warranty or representation that the same complies with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completenessall Applicable Laws, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that which Tenant shall not at all times be acting as Landlord’s agent in performing any work in the Premisessolely responsible. Tenant shall reimburse Landlord for all out-of-pocket, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project reasonable costs which Landlord may incur in connection with granting approval to Tenant for any such workAlterations, including any costs or expenses which Landlord may incur in electing to have outside architects and engineers review said plans and specifications. Within 30 days after receipt of an invoice from Landlord, Tenant shall also pay to Landlord, as Landlord a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any its review of plans or and its management and supervision of the progress of the work relating to any assignment or subletting), as Additional Rent, in an amount equal to three percent (3%) of the sum of: cost of any Alterations (x) with respect other than for Minor Alterations). The Tenant Improvements constructed pursuant to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee the Tenant Improvement Agreement shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord be deemed to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structurebe Alterations hereunder.

Landlord’s Approval. i) Landlord shall not be deemed to have acted unreasonably under the terms of this Exhibit C if it withholds its approval of the Initial Plan, the Final Plan, the Working Drawings or the Supplemental Materials, because, in Landlord’s reasonable opinion, the Work, as described in any such item: (A) would materially adversely affect any or all of the Building systems, the structure of the Building and either or both of the safety of the Building and its occupants, (B) would materially, adversely impair Landlord’s ability to furnish services to Tenant covenants and agrees or other tenants in the Building; (C) would materially increase the cost of operating the Building; (D) would violate any Laws, (E) contains or uses Hazardous Materials; (F) would materially, adversely affect the appearance of the Building; (G) would materially, adversely affect another tenant’s premises; (H) is prohibited by any ground lease affecting the Building or by any mortgage, trust deed or other instrument encumbering the Property; or (I) will be substantially delayed because of unavailability or shortage of labor or materials necessary to perform the Work or the difficulties or unusual nature of such Work. The foregoing reasons, however, shall not to make alterationsbe the only reasons for which Landlord may withhold its approval, additions whether or improvements not such other reasons are similar or dissimilar to the Premisesforegoing. ii) Neither the approval by Landlord of the Work, whether before the Final Plan, the Working Drawings and/or the Supplemental Materials, nor any execution by Landlord’s of the contract for the Work with DPR], or during the Lease Term, except in accordance with plans such other contractor as may be selected by Tenant and specifications therefor first approved by Landlord in writingLandlord, which approval shall not be unreasonably withheldwithheld or delayed (the “Contractor”), conditioned nor any supervision or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, monitoring by Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office AreaWork, any area or element outside shall constitute a warranty by Landlord to Tenant of the Premises or any facility or base building mechanical system serving any area adequacy of the Office Area outside design of the Work for Tenant’s intended use of the Premises, or (ii) involve or affect . Landlord and Tenant hereby acknowledge and agree that although Landlord may consent to the exterior design, size, height or other exterior dimensions contract for the performance of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, Work with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance Contractor after a contract reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or is presented by Tenant (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical ImprovementsContract”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlordhas selected Contractor, Tenant shall pay to Landlordnegotiate with Contractor and Tenant shall be solely responsible for ensuring that the Work is performed in accordance with the Final Plans, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans Working Drawings and Tenant’s work, provided, however, such fee shall not exceed $5,000 the Supplemental Materials and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) responsibility or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureliability therefor.

Landlord’s Approval. If Tenant covenants desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and agrees not shall submit in writing to make alterations, additions Landlord (i) the name and legal composition of the proposed subtenant or improvements assignee; (ii) the nature of the proposed subtenant's or assignee's business to be carried out in the Premises; (iii) the terms and provisions of the proposed sublease or assignment and all transfer documents relating to the Premisesproposed transfer; and (iv) such reasonable business and financial information as Landlord may request concerning the proposed subtenant or assignee. Any request for Landlord's approval of a sublease or assignment shall be accompanied with a check in such reasonable amount as Landlord shall advise for the cost of review and preparation, whether before including reasonable attorney's fees, of any documents relating to such proposed transfer. The provision and conditions of any proposed sublease or during assignment must not be inconsistent with any provision of this Lease, and must address all matters contained in this Lease. In addition, the transferee must expressly assume all of the obligations of Tenant under this Lease. Notwithstanding the assumption of the obligations of this Lease Termby the transferee, except in accordance no subletting or assignment, even with plans the consent, of Landlord, shall relieve Tenant of its continuing obligation to pay the Monthly Rent and specifications therefor first approved perform all the other obligations to be performed by Tenant hereunder. The obligations and liability of Tenant hereunder shall continue notwithstanding the fact that Landlord may accept Monthly Rent and other performance from the transferee. The acceptance of Monthly Rent by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord from any other person shall not be deemed unreasonable: (A) for withholding approval to be a waiver by Landlord of any alterations, additions provision of this Lease or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and a consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Prudential Center in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000hour, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants Landlord shall have the periods set forth above for approval of any portion of the Contract Documents, and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans Landlord’s receipt of all information and specifications therefor first approved documentation reasonably requested by Landlord relating to such applicable document, in writingwhich to approve or disapprove such applicable document, which provided that any such written request to Landlord with respect to approval shall not of any portion of the Contract Documents, as the case may be unreasonably withheldis marked in bold lettering with the following language: “LANDLORD’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THAT CERTAIN LEASE AGREEMENT BETWEEN THE UNDERSIGNED AND LANDLORD” and the envelope containing the request must be marked “PRIORITY”. In the event that Landlord fails to respond to Tenant’s request for approval of any portion of the Contract Documents, conditioned or delayed. Howeveras the case may be, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises approval shall be in Landlord’s sole discretion. Without limiting deemed given with respect to the applicable document but only to the extent that such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which document strictly complies with (i) adversely affect any structural all other documents previously approved (or exterior element of the Office Areadeemed approved) by Landlord hereunder, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or and (ii) involve or affect the exterior design, size, height or other exterior dimensions requirements of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Termthis Work Letter; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves for any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which portion of the subject alterationsContract Documents, additions as the case may be, that affect the Base Building (as defined below) or improvements, if any, constitute Atypical Improvements and whether Tenant is of a scope for which Landlord will be required to be remove such Atypical Improvements at the end require review of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such relevant plans and specifications or under Exhibit B-1 and consent to perform work described therein by a third party expert, then the foregoing ten (10) Business Day response period shall not apply (nor shall Landlord’s deemed consent as provided herein) and Landlord shall be provided a reasonable period of time to have such third party complete its review of the applicable portion of the applicable documents prior to Landlord being required to provide its approval or disapproval of the applicable portion of such documents. For purposes of clarification, Landlord requesting additional and/or clarified information, in addition to approving or denying any request (in whole or in part), shall be deemed an agreement a response by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers for purposes of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations foregoing ten (herein called “Insurance Requirements”10) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureBusiness Day period response requirement.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord's opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (Bb) for making its approval conditional on Tenant’s 's agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s 's review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations Building (herein called “"Insurance Requirements”") nor deemed a waiver of Tenant’s 's obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, ------------------- additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writingLandlord, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord's opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, Premises or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (Bb) for making its approval conditional on Tenant’s 's agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply that as to alterationsany given alteration, additions and improvements which are addition or improvement so approved by Landlord if Landlord's approval does not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided specify that Tenant shall include so restore the following legend in capitalized and bold type displayed prominently on Premises, then at the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications expiration or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements earlier termination of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completenessTerm, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in required to so restore the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants This Sublease shall have no effect until Landlord shall have delivered to Sublessor its written consent to this Sublease (the "Landlord Consent") and a subordination non-disturbance and attornment agreement in favor of Subtenant (the "Landlord SNDA") both in form and substance reasonably satisfactory to Sublessor and Subtenant. Sublessor agrees to use reasonable efforts (without, however, having to incur any cost, expense or liability other than the costs and expenses set forth in Section 12.7B of the Underlying Lease which Sublessor shall be responsible to pay) to obtain the Landlord Consent and the Landlord SNDA. If Sublessor does not to make alterationsreceive both the Landlord Consent and the Landlord SNDA for any reason whatsoever on or before June 17, additions or improvements to the Premises2002, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval then (a) Sublessor shall not be unreasonably withheldobligated to take any action to obtain the Landlord Consent or the Landlord SNDA, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises (b) this Sublease shall be deemed void and of no effect and if Subtenant is then in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval possession of all or any alterations, additions or improvements which (i) adversely affect any structural or exterior element part of the Office Areasubleased premises, Subtenant shall immediately quit and surrender to Sublessor the subleased premises, remove all of its property and repair any area or element outside damage caused by such removal and restore the subleased premises to the condition in which they were prior to the installation of the Premises items so removed, and (c) Sublessor will return the security deposit to Subtenant. Notwithstanding this Sublease being deemed null and void and of no effect as aforesaid, if Subtenant shall have been in possession of all or any facility or base building mechanical system serving any area part of the Office Area outside of the Premisessubleased premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant Subtenant shall pay to Landlord, Sublessor the base rent and other charges for the period prior to Subtenant's quitting and surrendering the subleased premises as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coveringsaforesaid, and (b) interior non-structural alterations for which no building permit is required shall otherwise be obligated under this Sublease as if it was the Subtenant and costing not more than $100,000 this Sublease were in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, full force and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureeffect.

Landlord’s Approval. All approvals by Landlord under this Work Letter shall be granted or withheld, in Landlord's reasonable discretion, within 3 business days after request for each such approval is made. (C-3) 26 EXHIBIT D RULES AND REGULATIONS 1. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using or entering the Building, or any equipment, finishing or contents of the Building, and Tenant covenants will comply with Landlord's reasonable requirements relative to such systems and procedures. 2. The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building will not be obstructed by any tenants or used by any of them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, escalators and stairways are not for the general public, and Landlord will in all cases retain the right to control and prevent access to such halls, passages, exits, entrances, elevators and stairways of all persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing contained in these Rules and Regulations will be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant will go upon the roof of the Building except such roof or portion of such roof as may be contiguous to the premises of a particular tenant and may be designated in writing by Landlord as a roof deck or roof garden area. No tenant will be permitted to place or install any object (including, without limitation, radio and television antenna, loud speakers, sound amplifiers, microwave dishes, solar devices, or similar devices) on the exterior of the Building or on the roof of the Building. 3. No sign, placard, picture, name, advertisement or written notice visible from the exterior of Tenant's premises will be inscribed, painted, affixed or otherwise displayed by Tenant on any part of the Building or the Premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant general guidelines relating to signs inside the Building on the office floors. Tenant agrees to conform to such guidelines. All approved signs or lettering on doors will be printed, painted, affixed or inscribed at the expense of the tenant by a person approved by Landlord. Other than draperies expressly permitted by Landlord and building standard mini-blinds, material visible from outside the Building will not be permitted. In the event of the violation of this Rule by Tenant, Landlord may remove the violating items without any liability, and may charge the expense incurred by such removal to make alterations, additions the tenant or improvements to tenants violating this Rule. 4. No cooking will be done or permitted by any tenant on the Premises, whether before or during except in areas of the Lease TermPremises which are specially constructed for cooking and except that use by the tenant of microwave ovens and Underwriters' Laboratory approved equipment for brewing coffee, except tea, hot chocolate and similar beverages will be permitted, provided that such use is in accordance with plans all applicable federal, state and specifications therefor first approved city laws, codes, ordinances, rules and regulations. 5. No tenant will employ any person or persons other than the cleaning service of Landlord for the purpose of cleaning the Premises, unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, which approval shall no person or persons other than those approved by Landlord will be permitted to enter the Building for the purpose of cleaning it. No tenant will cause any unnecessary labor by reason of such tenant's carelessness or indifference in the preservation of good order and cleanliness. Should Tenant's actions result in any increased expense for any required cleaning, Landlord reserves the right to assess Tenant for such expenses. 6. The toilet rooms, toilets, urinals, wash bowls and other plumbing fixtures will not be unreasonably withheldused for any purposes other than those for which they were constructed, conditioned and no sweepings, rubbish, rags, or delayedother foreign substances will be thrown in such plumbing fixtures. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of All damages resulting from any alterations, additions or improvements which (i) adversely affect any structural or exterior element misuse of the Office Areafixtures will be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, caused the same. 7. No tenant will in any area or element outside way deface any part of the Premises or any facility or base building mechanical system serving any area the Building of which they form a part. In those portions of the Office Area outside Premises where carpet has been provided directly or indirectly by Landlord, Tenant will at its own expense install and maintain pads to protect the carpet under all furniture having casters other than carpet casters, 8. No tenant will alter, change, replace or rekey any lock or install a new lock or a knocker on any door of the Premises. Landlord, its agents or employees, will retain a pass (iimaster) involve key to all door locks on the Premises. Any new door locks required by Tenant or affect the exterior designany change in keying of existing locks will be installed or changed by Landlord following Tenant's written request to Landlord and will be at Tenant's expense. All new locks and, sizerekeyed locks will remain operable by Landlord's pass (master) key. Landlord will furnish each Tenant, height or other exterior dimensions free of the Office Areacharge, or (iii) enlarge the Rentable Floor Area of with two keys to each door lock on the Premises, and two (2) Building/area access cards. Landlord will have the right to collect a reasonable charge for additional keys and cards requested by any tenant. Each tenant, upon termination of its tenancy, will deliver to Landlord all keys and access cards for its premises and Building which have been furnished to such tenant. 9. The elevator designated for freight by Landlord will be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may determine from time to time. The persons employed to move Tenant's equipment, material, furniture or (iv) are inconsistentother property in or out of the Building must be acceptable to Landlord. The moving company must be a locally recognized professional mover, whose primary business is the performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by Landlord prior to the start of any moving operations. Insurance must be sufficient in Landlord's sole opinion, to cover all personal liability, theft 10. No tenant will use or keep in the Premises or the Building any kerosene, gasoline or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities of such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required in such tenant's normal operations in the Premises. Without Landlord's prior written approval, no tenant will use any method of heating or air conditioning other than that supplied by Landlord. No tenant will use or keep or permit to be used or kept any foul or noxious gas or substance in the Premises. 11. Landlord will have the right, exercisable upon written notice and without liability to any tenant, to change the name and street address of the Building. 12. Landlord will have the right to prohibit any advertising by Tenant, mentioning the Building, which, in Landlord’s 's reasonable judgmentopinion, with alterations satisfying Landlord’s then existing standards for new alterations in tends to impair the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or reputation of the services called Building or its desirability as a building for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisionsoffices, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice written notice from Landlord, Tenant shall pay will refrain from or discontinue such advertising. 13. Tenant will not bring any animals (except "Seeing Eye" dogs) or birds into the Building, and will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to Landlordtime by Landlord for such purposes. 14. All persons entering or leaving the Building between the hours of 6 p.m. and 7 a.m. Monday through Friday, and at all hours on Saturdays, Sundays and holidays will comply with such off-hour regulations as a fee for Landlord’s review Landlord may establish and modify from time to time. Landlord reserves the right to limit reasonably or restrict access to the Building during such time periods. 15. Each tenant will store all its trash and garbage within its Premises. No material will be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any plans law or work (excluding ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and elevators provided for such purposes and at such times as Landlord designates. Removal of any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review furniture or furnishings, large equipment, packing crates, packing materials and boxes will be the responsibility of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review each tenant and such items may not be disposed of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area Building, trash receptacles nor will they be removed by the Building's janitorial service, except at Landlord's sole option and $3,000 for all at the tenant's expense. No furniture, appliances, equipment or flammable products of any type may be disposed of in the Building trash receptacles. 16. Canvassing, peddling, soliciting, and distribution of handbills or any other alterationswritten materials in the Building are prohibited, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord and each tenant will cooperate to review Tenant’s plans and Tenant’s workprevent the same. 17. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate The requirements of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything tenants will be attended to only upon application by written, personal or telephone notice at the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any office of the Building’s systems . Employees of Landlord will not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. 18. A directory of the Building structurewill be provided for the display of the name and location of tenants only and such reasonable number of the principal officers and employees of tenants as Landlord in its sole discretion approves, but Landlord will not in any event be obligated to furnish more than one directory strip for each 2,500 square feet of Rentable Area in the Premises. Any additional name(s) which Tenant desires to place in such directory must first be approved by Landlord, and if so approved, Tenant will pay to Landlord a charge, set by Landlord, for each such additional name. All entries on the building directory display will conform to standards and style set by Landlord in its sole discretion. Space on any exterior signage will be provided in Landlord's sole discretion, No tenant will have any right to the use of the exterior sign. 19. Tenant will see that the doors of the Premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before Tenant or Tenant's employees leave the Premises, so as to prevent waste or damage, and for any default or carelessness in this regard Tenant will make good all injuries sustained by other tenants or occupants of the Building or Landlord. On multiple-tenancy floors, all tenants will keep the doors to the Building corridors closed at all times except for ingress and egress.

Landlord’s Approval. A. Tenant covenants and agrees not to make alterations, additions or improvements to the PremisesPremises (“Alterations”), whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements Alterations which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) unreasonable for withholding approval of any alterationsAlterations (including, additions or improvements without limitation, any Alterations to be performed by Tenant under Article III) which (i) in Landlord’s opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, violate any restrictions or requirements with alterations satisfying Landlord’s then existing standards for new alterations in respect to the Office AreaHistoric Tax Credits or other matters of record, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination (Landlord hereby agreeing that it will not withhold its consent to the installation of internal staircases on the grounds that the same require unusual expense to readapt, provided that Landlord may nonetheless withhold such approval on other grounds or condition approval on the Premises being restored at the end of the Term to its condition prior to the installation of such internal staircases) or increase the cost of construction of or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation re adaptation will be made prior to such termination without expense to Landlord (the foregoing Alterations described in subclauses (i) through (v) being sometimes collectively referred to as “Special Improvements”). B. In the case of all Alterations, Tenant shall, subject to Section 9.7, deliver reasonably detailed plans and specifications to Landlord at the time Tenant seeks Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore approval. All Alterations shall become a part of the Premises to its condition prior to such alteration, addition, or improvement at Building upon the expiration or earlier termination of this Lease unless Landlord shall specify the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At same for removal at the time consent is given by Landlord approves as hereinafter set forth, as “Required Removables.” If Tenant shall make any Alterations that are considered Required Removables (as hereinafter defined), then Landlord may elect, provided Landlord so elects at the time Tenant requests Landlord’s consent to such Alterations, to require Tenant at the expiration or sooner termination of the Term of this Lease to remove such Alterations and restore the Premises to substantially the same condition as existed prior to the installation of such Required Removables. For the purposes hereof, “Required Removables” shall mean include, without limitation, data centers, non-core restrooms (and any horizontal plumbing lines associated with such restrooms), locker rooms, installed by or on behalf of Tenant (other than as part of Landlord’s Work) any Special Improvements, and any specific Alterations identified by Landlord as a Required Removable in connection with Landlord’s approval of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEPlans.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion would reasonably be expected to adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistentinconsistent in any material respect, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (viv) will require unusual expense to readapt the Premises to normal office use on upon Lease termination or expiration (including, without limitation, rooftop HVAC units, specialty equipment, ventilation shafts for Tenant’s equipment, halon systems, etc.) or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for provided by Section 7.3 Landlord herein unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination and or expiration without expense to LandlordLandlord (alterations, additions or improvements described in this clause (iv) being sometimes collectively referred to as “Special Improvements”); or (Bb) for making its approval of any Special Improvements conditional on Tenant’s agreement to restore the Premises to its condition prior to construction of such alteration, addition, or improvement Special Improvements at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions reasonable wear and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”)tear excepted. At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Buildings and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien LandlordXxxxxxxx’s interest in the Project Property in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from LandlordLandlord (together with reasonable supporting back up documentation), Tenant shall pay to Landlord, Landlord as a fee for Landlord’s review of any work or plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B B-1 attached hereto or any other improvements for which a construction management fee had has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per 150/hour for Landlord’s internal review of Tenant’s submission of plans; providedtime spent by senior staff, however, such fee shall not exceed and $3,000100/hour for time spent by junior staff, plus (ii) reasonable third party expenses incurred by Landlord to review TenantXxxxxx’s plans and TenantXxxxxx’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. If Tenant covenants desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and agrees not shall submit in writing to make alterations, additions Landlord (i) the name and legal composition of the proposed subtenant or improvements assignee; (ii) the nature of the proposed subtenant’s or assignee’s business to be carried out in the Premises; (iii) the terms and provisions of the proposed sublease or assignment and all transfer documents relating to the Premisesproposed transfer; and (iv) such reasonable business and financial information as Landlord may request concerning the proposed subtenant or assignee. Any request for Landlord’s approval of a sublease or assignment shall be accompanied with a check in such reasonable amount as Landlord shall advise for the cost of review and preparation, whether before including reasonable attorney’s fees of Five Hundred Dollars ($500) (if the Five Hundred Dollars ($500) is used for such fees, Tenant shall deposit additional funds as Landlord may reasonably request), of any documents relating to such proposed transfer. The provision and conditions of any proposed sublease or during assignment must not be inconsistent with any provision of this Lease, and must address all matters contained in this Lease. In addition, the transferee must expressly assume all of the obligations of Tenant under this Lease. Notwithstanding the assumption of the obligations of this Lease Termby the transferee, except in accordance no subletting or assignment, even with plans the consent, of Landlord, shall relieve Tenant of its continuing obligation to pay the Monthly Rent and specifications therefor first approved perform all the other obligations to be performed by Tenant hereunder. The obligations and liability of Tenant hereunder shall continue notwithstanding the fact that Landlord may accept Monthly Rent and other performance from the transferee. The acceptance of Monthly Rent by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord from any other person shall not be deemed unreasonable: (A) for withholding approval to be a waiver by Landlord of any alterations, additions provision of this Lease or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and a consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. 8.2.1 The Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element on behalf of the Office AreaSub Tenants submit the proposed layout, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premisesdesigns, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plansdrawings, specifications and work conform plans for any intended Fit Out/Renovation Works and the Stocking Up in respect of the Demised Premises to the Landlord for its review and approval, which layout, designs, drawings, specifications and plans shall comply with the Fit Out Guide and all applicable laws, ordinancesby-laws, rules, regulations, statutesorders, by-lawsdirectives, court decisionsnotices and/or requirements imposed by the Appropriate Authority and/or the Mall Manager, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers shall include full particulars of the Office Area nature and the other requirements extent of the Lease with respect Fit Out/Renovation Works and Stocking Up to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements be carried out and Insurance Requirements nor impose any liability or obligation upon Landlord with respect pay the following charges to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make Landlord:- (a) decorative alterations such as painting, wall coverings and floor coverings, and Deleted- (b) interior the non-structural alterations for which no building permit is required and costing not more than $100,000 refundable Administrative Fee in each instancethe sum as stipulated in Section 12(a) of the First Schedule; providedand (c) Deleted- 8.2.2 The Landlord shall be entitled to require such deletions, howeveradditions, thatchanges, amendments and/or alterations, whether in whole or in part, to the proposed Fit Out/Renovation Works which, in the case reasonable opinion of clause (a) the Landlord may be necessary to ensure that the proposed Fit Out/Renovation Works do not hamper, prevent, restrict and/or otherwise affect in any degree or (b)manner whatsoever the electrical, (i) ventilation, lighting and/or any other utility or safety system in the Demised Premises, and/or the Mall and/or the Land nor cause any nuisance to other tenants or occupiers of the Mall and other parts of the Land. In addition thereto, the Fit Out/Renovation Works shall also be governed by the Fit Out Guide as annexed hereto as Appendix III. 8.2.3 The Tenant shall give prior written notice to allow the Landlord or such alterationsits duly authorised servants, (ii) agents or workmen access to the Demised Premises to observe and monitor the Fit Out/Renovation Works and the Stocking Up to be carried out in respect of the Demised Premises by or at the instruction of the Tenant. 8.2.4 The Tenant shall submit to Landlord at its own cost and expenses as stipulated in Section 12(b) of the First Schedule install and complete the hoarding and hoarding visual (which hoarding visual shall have been submitted by the Tenant together with the plans for such alterations if Tenant utilizes plans for such alterations, the Fit Out/Renovation Works and (iiiapproved by the Landlord) such alterations shall not materially affect any in accordance to the Landlord’s specification upon approval of the Building’s systems or the Building structureFit Out/Renovation Works.

Landlord’s Approval. Tenant covenants and agrees The Preliminary Construction Documents shall be subject to Landlord’s approval, which shall not to make alterationsbe unreasonably withheld, additions or improvements provided, however, that Landlord’s approval rights as to the PremisesPreliminary Construction Documents shall be limited to a review of the Preliminary Construction Documents to confirm that: (i) the Tenant Improvements are reasonably compatible with (and not damaging to) the structural, whether before mechanical, electrical, plumbing and other systems of the Building, (ii) the Tenant Improvements do not materially adversely impact (in Landlord’s reasonable judgment) either the exterior appearance or during operations of the Lease TermBuilding or the appearance or operations of the public areas of the Building and (iii) the Tenant Improvements comply with all any law, except in accordance with plans statute, ordinance, order, rule, regulation or requirement of any governmental or quasi-governmental authority (collectively, “Legal Requirements”). Within ten (10) Business Days after delivery of a complete set of the Preliminary Construction Documents for any Subphase to Landlord, Landlord shall either approve such Preliminary Construction Documents or notify Tenant of the specific item(s) of such Preliminary Construction Documents of which Landlord disapproves and specifications therefor first approved by a detailed description of the reason(s) for such disapproval. If Landlord in writingdisapproves any of the Preliminary Construction Documents for any Subphase, within ten (10) business days after receipt of Landlord’s disapproval notice, Tenant shall revise and resubmit same to Landlord for approval, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside withheld (the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical ImprovementsRevised Construction Documents”). At If Landlord does not respond to the Preliminary Construction Documents or the Revised Construction Documents within ten (10) Business Days after receipt of same, such drawings shall be deemed approved as most recently submitted. The above process shall be repeated until such time as Landlord approves any of Tenant’s alterations, additions has approved or improvements Landlord shall notify Tenant which of is deemed to have approved the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required Revised Construction Documents. Both parties agree to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review use their best efforts to conclude final preparation and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities the Revised Construction Documents for each Subphase within thirty (“Legal Requirements”30) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, the date on which the Preliminary Construction documents for such Subphase are initially submitted by Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, LandlordXxxxxxxx’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant Xxxxxx acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien LandlordXxxxxxxx’s interest in the Project Property in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for (as to which a fee had previously been paid the provisions of Exhibit B shall apply) but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review five percent (5%) of the cost of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000plans and Xxxxxx’s work to compensate Landlord for time spent by Xxxxxxxx’s in-house personnel, plus (ii) reasonable third party expenses incurred by Landlord to review TenantXxxxxx’s plans and TenantXxxxxx’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants i. Landlord will not be deemed to have acted unreasonably under the terms of this Exhibit if it withholds its approval of the Initial Plans or the Final Plans, because, in Landlord’s reasonable opinion, the Work, as described in any such item: (A) would materially and agrees adversely affect any or all of the Building systems, the structure of the Building, and either or both of the safety of the Building and its occupants; (B) would materially increase the cost of operating the Building; (C) would violate any laws; (D) contains or uses Hazardous Materials; (E) would materially and adversely affect the appearance of the Building; or (F) is prohibited by any deed of trust or other instrument encumbering the Property. The foregoing reasons, however, shall not to make alterationsbe the only reasons for which Landlord may withhold its approval, additions whether or improvements not such other reasons are similar or dissimilar to the Premisesforegoing. ii. Except for those approved herein, whether before Landlord shall have the right to review and approve Tenant’s proposed contractor for the Work, and the approved contractor may be referred to herein as the “Contractor”. Landlord shall also have the right to review and approve the Contractor’s proposed contract for performance of the Work, and the approved Contract may be referred to herein as the “Contract”. Landlord’s approval of the Contractor or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval Contract shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination delayed and failure to respond within 10 days of matters relating delivery thereof to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement approval by Landlord so long as Tenant’s submission of the proposed Contract to Landlord prominently includes, in all capitalized bolded letters, the words “FAILURE TO TIMELY RESPOND SHALL RESULT IN DEEMED APPROVAL”. iii. Neither the approval by Landlord of the Work or the Final Plans, nor Landlord’s approval of the Contractor or Contract, nor any supervision or monitoring by Landlord of the Work shall constitute a warranty by Landlord to Tenant of the adequacy of the Work for Tenant’s intended use of the Property or compliance with applicable laws. Tenant shall be solely responsible for ensuring that such plans, specifications the Work is performed in accordance with the Final Plans and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans no responsibility or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureliability therefor.

Landlord’s Approval. If Tenant covenants desires at any time to assign this Lease or to sublet the Premises or any portion thereof, it shall first notify Landlord of its desire to do so and agrees shall submit in writing to Landlord (i) the name and legal composition of the proposed subtenant or assignee; (ii) the nature of the proposed subtenant's or assignee's business to be carried out in the Premises; (iii) the terms and provisions of the proposed sublease or assignment and all transfer documents relating to the proposed transfer; and (iv) such reasonable business and financial information as Landlord may request concerning the proposed subtenant or assignee. Any request for Landlord's approval of a sublease or assignment shall be accompanied with a check in such reasonable amount as Landlord shall advise for the cost of review and preparation, including reasonable attorney's fees, of any documents relating to such proposed transfer not to make alterationsexceed Two Thousand Five Hundred Dollars ($2,500), additions as adjusted by increases in the Consumer Price Index over the Term. The provision and conditions of any proposed sublease or improvements to assignment must not be inconsistent with any provision of this Lease, and must address all matters contained in this Lease. In addition, the Premisestransferee must expressly assume all of the obligations of Tenant under this Lease. Notwithstanding the assumption of the obligations of this Lease by the transferee, whether before no subletting or during assignment, even with the Lease Termadvance written consent of Landlord, except in accordance with plans unless Landlord and specifications therefor first approved by Landlord Tenant otherwise agree in writing, which approval shall not relieve Tenant of its continuing obligation to pay the Monthly Rent and perform all the other obligations to be unreasonably withheld, conditioned or delayedperformed by Tenant hereunder. However, Landlord’s determination The obligations and liability of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside Tenant hereunder shall continue notwithstanding the Premises shall be in Landlord’s sole discretionfact that Landlord may accept Monthly Rent and other performance from the transferee. Without limiting such standard, The acceptance of Monthly Rent by Landlord from any other person shall not be deemed unreasonable: (A) for withholding approval to be a waiver by Landlord of any alterations, additions provision of this Lease or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and a consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements If the Final Plans otherwise conform to the PremisesPreliminary Plans and this Work Letter, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which Landlord's approval thereof shall not be unreasonably withheld, conditioned and Xxxxxxxx shall not require Tenant to make any changes to such Final Plans other than changes necessary to make such plans conform to the Preliminary Plans and Work Letter, and/or to comply with all laws, codes and regulations. If the Final Plans show work requiring a modification or delayed. However, Landlord’s determination change to the shell of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standardBuilding, Landlord shall not be deemed unreasonable: (A) unreasonable if Landlord disapproves such Final Plans or if Landlord conditions its consent to such Final Plans upon Tenant paying to Landlord, prior to the commencement of construction, the full cost of modifying or changing the shell of the Building. Landlord may, at Landlord's option, have the Preliminary Plans or the Final Plans revxxxxx xx Landlord's architect, engineer and/or construction manager; provided, xxxxxxr, that any such review shall be performed within the time periods set forth above for withholding approval Landlord's review of the Preliminary Plans and the Final Plans. The cost of any alterationssuch review shall be reimbursed by Tenant to Landlord within ten (10) days following demand therefor by Landlord. In no event shall the approval by Landlord (or Landlord's architect, additions engineer or improvements which construction managex) xx xxe Prelixxxxxx Xlans or the Final Plans constitute a representation or warranty by Landlord (or Landlord's architect, engineer or construction manager) of: (i) adversely affect any structural the accuracy or exterior element of the Office Areacompleteness thereof, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve the absence of design defects or affect the exterior design, size, height or other exterior dimensions of the Office Areaconstruction flaws therein, or (iii) enlarge the Rentable Floor Area of compliance thereof with applicable laws; and the Premisesparties agree that Landlord (and Landlord's architect, or (ivengineer and construction manager) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for shall incur xx xxxxility by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment reason of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEapproval.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s Landlords sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, Premises or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 Section 4.1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance lnsurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Property in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B Section 4.1 hereof for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per 150.00/hour for Landlord’s internal review of Tenant’s submission of plans; providedtime actually spent by senior staff, however, such fee shall not exceed and $3,000100/hour for time actually spent by junior staff, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to Although the Premises, whether before or during plans for the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation TI Work will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional based on Tenant’s agreement to restore input, Landlord retains the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination ultimate rights of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”)approval. At the time If Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review disapproves of any plans or work (excluding any review respecting initial improvements performed pursuant drawings or specifications submitted by Tenant under this Exhibit, Landlord’s written notice to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work Tenant disapproval must include (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate a description of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterationsdisapproved elements, (ii) Tenant shall submit to Landlord plans the reasons for such alterations if Tenant utilizes plans for such alterationsLandlord’s disapproval, and (iii) such alterations shall not materially affect at Landlord’s option, suggested modifications. Landlord may withhold approval, in Landlord’s sole and absolute discretion, to any of plans, drawings, or specifications that are incompatible with applicable laws or the applicable Building’s shell or core construction or its mechanical, electrical, plumbing or life-safety system, or will require any modification to the Building’s systems shell or core. Otherwise, Landlord may not unreasonably withhold its approval to Tenant’s requested plans that are consistent with the prior approved plans. Failure of Tenant or the Building structureTI Architect to timely and in good faith attempt to make all revisions and address all concerns raised by Landlord constitutes Tenant Delay. If Landlord fails to disapprove of Tenant’s plan submittal under this Exhibit within eight business days after Landlord’s receipt of Tenant’s request, and Tenant thereafter gives Landlord a written notice that Landlord’s failure to disapprove of such plans within two business days from such second notice will constitute Landlord’s deemed approval, then Landlord’s failure to disapprove within such two-business-day period will be deemed Landlord’s approval of the submittal.

Landlord’s Approval. Except as specifically otherwise herein provided, Alterations performed prior to the Commencement Date shall be governed by Article IV hereof. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or Premises during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. HoweverIf Landlord fails to respond within twenty (20) days after receipt of a written request therefor, Landlord’s determination Tenant may re-send such request to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of matters relating such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to aesthetic issues relating respond to alterationsthis request within ten (10) days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within ten (10) days after receipt thereof, additions or improvements which are visible outside the Premises such failure shall be in Landlord’s sole discretiondeemed to be an approval of such plans and specifications. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Areaquality, scope, design or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost method of construction or of insurance or taxes on with the Office Area or of the services called for Tenant Improvement Work installed by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; orunder Article IV above. (B) except with respect to the wiring for Tenant’s computer, telephone and other communications systems and equipment, in the case of proposed alterations, additions or improvements which are more expensive to remove than typical improvements found in Class-A office buildings in Cambridge, Massachusetts (including, without limitation, internal staircases, raised floors, or reinforced file rooms), for making its approval conditional on Tenant’s agreement to restore the Premises and/or the Base Building to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; providedTerm (provided that if Landlord fails to condition its approval on such removal as aforesaid, howeverTenant shall be deemed to have no removal, obligations under this Section 9.1 with respect to such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”item). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify This subsection (B) also applies to Base Building Change Orders and Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Improvement Work. Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform Tenant performing the work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and Requirements and/or requirements of insurers of the Office Area Building and the other requirements of the this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements Requirements, nor shall it impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as Additional Rent, as a fee for Landlord’s review of any work or plans or work (excluding any review respecting initial improvements performed pursuant with respect to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, Xxxxxxxx’s approval is required under this Section 9.1 in an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for of time spent by Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall staff (not to exceed $3,0001,500.00 in connection with any individual project), plus (ii) if required in Landlord’s reasonable judgment, third party expenses incurred by Landlord to review TenantXxxxxx’s plans and TenantXxxxxx’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such there shall be no construction management fee shall not exceed $1,500 for non-structural alterations which do not include modifications payable with respect to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review TenantLandlord’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed any such plans (or work for Tenant alterationswhich no plans exist). Notwithstanding anything to the contrary herein containedforegoing, Tenant shall have the right, without obtaining the prior consent of Landlord and without any obligation to pay Landlord’s consentreview fee described in the foregoing grammatical sentence, to make (a) decorative alterations such as paintingalterations, wall coverings and floor coveringsadditions or improvements to the Premises where: i. the same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Building (bincluding no signs on windows); ii. the same do not affect the roof or any structural element of the Building, or the main vertical trunk of the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and fire protection systems of the Building (as distinguished from the distribution components of such systems in the Building, which may be affected by Tenant without Landlord’s prior consent so long as the other criteria set forth herein have been met); iii. the cost of any individual alteration, addition or improvement shall not exceed $200,000.00 (which such amount shall be increased on an annual basis as of each anniversary of the Commencement Date by the corresponding percentage increase in the Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All-Item Series A (1982-1984=100) interior non-structural alterations for which no building permit is required the immediately preceding twelve (12) month period); and iv. Tenant shall comply with the provisions of this Lease and costing not more than $100,000 if such work increases the cost of insurance or taxes or of services, Tenant shall pay for any such increase in each instancecost; provided, however, thatthat Tenant shall, in within thirty (30) days after the case making of clause (a) or (b)such changes, (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit send to Landlord plans for and specifications describing the same in reasonable detail and provided further that Landlord, by notice to Tenant given no later than forty-five (45) days after Landlord’s receipt of such alterations if plans and specifications, may require Tenant utilizes plans for to restore the Premises to its condition prior to such alterationsalteration, and (iii) such alterations shall not materially affect any addition or improvement at the expiration or earlier termination of the Building’s systems or the Building structureLease Term (provided that if Landlord shall fail to so notify Tenant within said 45-day period as aforesaid, Tenant shall be deemed to have no removal requirement under this Section 9.1 with respect to such item).

Landlord’s Approval. Tenant covenants and agrees not to make alterationsLandlord’s approval or disapproval, additions or improvements to the Premisesconsent or withholding of consent, whether before of any matters under this Work Letter (including, without limitation, any Space Plans, drawings, or during the Lease TermFinal Plans, or any changes thereto) will be given or withheld in Landlord’s reasonable discretion except in accordance with plans and specifications therefor first approved by such instances wherein the terms provide that Landlord in writing, which may give or withhold the approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be consent in Landlord’s sole and absolute discretion, in which event Landlord may give or withhold any such approval or consent in Landlord’s sole and absolute discretion. Without Landlord and Tenant agree that, without limiting such standardany other reasonable basis for Landlord to disapprove or withhold consent, it is deemed reasonable for Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterationsto disapprove or withhold consent if the Space Plans, additions drawings, Final Plans, proposed alteration or improvements which other matter: (i) adversely affect any exceeds or affects the structural integrity, structure or exterior element roof of the Office Area, Building or any area or element outside part of the Premises roof or any facility the HVAC, plumbing, mechanical, electrical, communication or base building mechanical system serving any area other systems of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterationsBuilding, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterationsis not approved by the holder of any mortgage or deed of trust encumbering the Building, and (iii) such alterations shall not materially affect violates any agreement which affects the Building or the Project or binds Landlord, (iv) Landlord reasonably Lease – 6th Amd 016 believes will reduce the value of the Building, Premises or Project, (v) does not conform to applicable building codes or is not approved by any governmental authority with jurisdiction, (vi) affects the exterior of the Building, (vii) affects any Common Areas, except that with regard to Common Area ADA Changes, Landlord’s systems reasonable discretion standard still applies, but Landlord shall not withhold consent merely because the Common Area ADA Changes affect the Common Areas, (viii) Landlord believes will result in the governmental condition or the imposition of any Building structureor Project alterations by Landlord, (ix) requires any consent or approval (e.g., without limitation, declarant, board, owner or architectural committee) under any easements, declarations, governance documents, covenants, conditions, restrictions or other agreements or instruments of record, or (x) is reasonably disapproved by Landlord for any other reason not set forth herein. In any event that Landlord fails to notify Tenant of Landlord’s approval or disapproval, or consent or withholding of consent, within a time frame as may be provided therefor, Landlord shall be deemed to have disapproved or to have withheld consent, as applicable. For an approval or consent by Landlord to be valid it must be in writing.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 B and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Property in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000hour, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the PremisesPremises (including using areas behind the interior walls facing the Premises for the purposes of placing wiring for Tenant’s computer and telecommunications equipment), whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned. However, LandlordXxxxxxxx’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements window treatments and other work in the immediate vicinity of the exterior windows of the Premises which are is visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s reasonable opinion might affect any structural or exterior element of the Office AreaBuilding, or any area or element outside of the Premises Premises, or (ii) in Landlord’s reasonable opinion might adversely affect any structural element of the Building, or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, unless Tenant complies with Landlord’s reasonable conditions which are intended to eliminate any such adverse effect, or (iiiii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iiiiv) enlarge the Rentable Floor Area of the Premises, or (ivv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, quality of Building standard improvements set forth on Exhibit N; or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or-43- (Bb) with respect to improvements which would be unusually expensive to demolish or remove, for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves it requests Xxxxxxxx’s approval of any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and Landlord shall inform Tenant whether Tenant Landlord will be required to be remove require the removal of such Atypical Improvements items at the end expiration or earlier termination of the TermTerm hereof, provided that Tenant has given Landlord the notice set forth in Section 9.1.2, and if Landlord indicates that it will not require such removal, then Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with not be required so to remove such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” items. Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 Section 4.1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, Legal Requirements and orders and the requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations Exhibit M (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. All insurance required to be maintained by Tenant covenants shall be on terms and agrees with insurers satisfactory to Landlord. Each policy shall contain an undertaking by the insurer so that no material change adverse to Landlord or Tenant will be made, and the policy will not lapse or be canceled, except after not less than thirty (30) days’ written notice to make alterationsLandlord of the intended change, additions lapse or improvements cancellation. Tenant shall furnish to Landlord, if and whenever requested by it, certificates or other evidences acceptable to Landlord as to the Premisesinsurance from time to time effected by Tenant and its renewal or continuation in force, whether before together with evidence as to the method of determination of full replacement cost of Tenant’s Leasehold Improvements, trade fixtures, furniture and equipment, and if-Landlord reasonably concludes that the full replacement cost has been underestimated, Tenant shall forthwith arrange for any consequent increase in coverage required under this Paragraph. If Tenant shall fail to take out, renew or during keep in force such insurance, or if the Lease Termevidences submitted to Landlord are unacceptable to Landlord (or no such evidences are submitted within a reasonable period after request therefor by Landlord), except then Landlord may give to Tenant written notice requiring compliance with this Paragraph and specifying the respects in accordance which Tenant is not then in compliance. If Tenant does not within forty-eight (48) hours provide appropriate evidence of compliance with plans and specifications therefor first approved by this Paragraph, Landlord in writing, which approval may (but shall not be unreasonably withheld, conditioned obligated to) obtain some or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element all of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height additional coverage or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top have failed to obtain, without prejudice to any other rights of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and accountotherwise, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) all premiums and other reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureon demand.

Landlord’s Approval. Tenant covenants All Preliminary Plans and agrees not to make alterationsConstruction Documents, additions or improvements and any revisions to the Premises, same (whether before in the form of a change order or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writingotherwise) are expressly subject to Landlord's prior written approval, which approval shall should not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements withheld and which are visible outside the Premises approval shall be given or withheld by Landlord within five (5) business days after receipt of a request from Tenant with respect to a change order and in Landlord’s sole discretion. Without limiting such standardthe event Landlord does not respond within said five (5) business days, Landlord shall not be deemed unreasonableto have approved the requested change order. Landlord may withhold its approval of any such items that require work which: (Aa) for withholding approval exceeds or adversely affects the capacity or integrity of the Building's structure or any of its heating, ventilating, air conditioning, plumbing, mechanical, electrical, communications or other systems; (b) is not approved by the holder of any alterations, additions Encumbrance; (c) would not be approved by a prudent owner of property similar to the Building; (d) violates any agreement which affects the Building or improvements which binds Landlord; (ie) adversely affect Landlord reasonably believes will materially increase the cost of operating or maintaining any structural or exterior element of the Office Area, any area or element outside Building's systems; (f) Landlord reasonably believes will materially reduce the market value of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements Building at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS ; (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall g) does not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose building code or is not approved by any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in governmental authority having jurisdiction over the Premises, accordingly, no contractor, subcontractor ; (h) does not meet or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work exceed Building standard; or (i) $150.00 per hour for Landlord’s internal review Landlord reasonably believes will infringe on the architectural or historical integrity of Tenant’s submission of plans; providedthe Building. Notwithstanding the foregoing, however, such fee change orders shall not exceed $3,000, plus require Landlord's prior written approval provided such change orders (iior the performance thereof) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall do not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to affect the mechanical, electrical electrical, HVAC, life safety, or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterationsBuilding operating systems, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterationsaffect the structural components of the Building or require penetration of the floor or ceiling of the Premises, and (iii) involve the use or disturbance of any Hazardous Substances or (iv) cost more than One Hundred Thousand and No/100 Dollars ($100,000.00) in the aggregate for any applicable portion of Tenant's Work and further provided that Tenant notifies Landlord of all such alterations shall not materially affect any of the Building’s systems or the Building structurechange orders.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; orBuilding. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided. Landlord agrees to respond to any submission by Tenant under this Article IX (the “First Request”) within fourteen (14) days of Landlord’s receipt thereof. If Landlord shall fail to respond to Tenant within fourteen (14) days of the First Request, howeverthen Tenant may, such requirement shall only apply to alterationsat any time after the expiration of eleven (11) days, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells give Landlord another request (“Atypical ImprovementsSecond Request”)) therefor, which shall clearly identify the plans in question and state in bold face, capital letters at the top thereof: “WARNING: SECOND REQUEST. At FAILURE TO RESPOND TO THIS REQUEST WITHIN THREE (3) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL THEREOF.” If Landlord does not respond within three (3) business days after receipt of the time Landlord approves any of Second Request, Tenant’s alterations, additions or improvements Landlord submission shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” deemed approved. Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 Section 4.1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations Building (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, account and that Tenant shall will not be acting as Landlord’s agent in performing any work in the Premises, Tenant Work; accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Prudential Center in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B Section 4.1 hereof for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per 150/hour for Landlord’s internal review of Tenant’s submission of plans; providedtime spent by senior staff, however, such fee shall not exceed and $3,000100/hour for time spent by junior staff, plus (ii) reasonable third party expenses (without xxxx-up) incurred by Landlord for the services of engineers to review Tenant’s plans the structural and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review MEP portions of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon TenantThere shall be no charge for Landlord’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything pursuant to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureArticle 4 hereof.

Landlord’s Approval. Except for repainting, carpeting, movement of demountable partitions and other changes which are not structural in nature, do not exceed $10,000 on a per project basis, and do not adversely affect building operating systems or change the existing floor plan of the Premises ("Minor Alterations"), Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not make or permit to be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of made any alterations, additions or improvements which (icollectively "alterations") adversely affect any structural or exterior element of the Office Area, any area or element outside of to the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in without Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give 's prior written notice approval as more particularly described in this Section 7.2. Prior to Landlord or such alterationscommencing any alterations other than Minor Alterations, (ii) Tenant shall submit to Landlord plans complete, finished drawings and specifications (the "Drawings") for the alterations along with a proposed schedule for their completion. The Drawings shall be subject to Landlord's approval. The Drawings shall be prepared by architects and (if necessary) mechanical, electrical and structural engineers who are duly licensed by the State of California and shall be delivered to Landlord's property manager for Landlord's approval. Within five (5) business days after delivery of the Drawings to Landlord's property manager, Landlord shall notify Tenant of its approval or disapproval of the Drawings, and if Landlord disapproves the Drawings, Landlord shall notify Tenant of the revisions that Landlord requires in order to obtain such approval. If Landlord fails to approve or disapprove the Drawings within such five (5) business day period, Landlord shall be deemed to have approved the Drawings. Tenant and Tenant's architect and engineer (if any) shall meet with Landlord, Landlord's architect, engineer and contractor (or, at Landlord's sole discretion, any one or more of the foregoing) within a reasonable period of time after any request for such alterations if meeting by Landlord to answer questions or provide additional information with respect to the Drawings, As promptly as reasonably possible thereafter, Tenant utilizes plans for such alterationsshall submit to Landlord's properly manager modified Drawings, and with changes highlighted, incorporating the revisions required by Landlord. The modified Drawings shall be subject to Landlord's approval. If Landlord fails to approve or disapprove the modified Drawings within five (iii5) such alterations business days after delivery of the modified Drawings, Landlord shall be deemed to have approved the modified Drawings. The final Drawings approved by Landlord are hereinafter referred to as the "Final Drawings," Tenant shall not materially affect commence any work on the alterations until Landlord has finally approved the Final Drawings. Any changes in the alterations from the Final Drawings shall be subject to Landlord's prior approval. Landlord's review and approval of all Drawings (including without limitation changes to the Building’s systems or Final Drawings) shall, at Landlord's election, include the Building structurereview and approval of Landlord's engineering consultants.

Landlord’s Approval. A. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s 's determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside of the Premises Buildings shall be in Landlord’s sole discretion's bona fide business judgment. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) unreasonable for withholding approval of any alterations, additions or improvements which (i) in Landlord's reasonable opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises; provided however, that this clause (i) shall not prevent Tenant from performing work or alterations after the Delivery Date for each Building for the purpose of installing file rooms or similar facilities so long as Tenant conforms to Landlord's reasonable requirements (e.g. as to structural reinforcement) with respect thereto and so long as Tenant pays for any costs associated with such work, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Areaany Building. B. If Landlord fails, within ten (10) days after Landlord's receipt from Tenant of a Tenant Alteration Request, as hereinafter defined, to respond in writing to such Request (i.e. either by approving such Request or (iii) enlarge the Rentable Floor Area by disapproving such Request and advising Tenant of the Premisesbasis of such disapproval), then such Request shall conclusively be deemed to have been approved by Landlord. For the purposes hereof, a "Tenant Alteration Request" shall be defined as a written request by Tenant to perform an alteration, addition or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense improvement to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or which contains: (Bi) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such 's plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisionsdescribing the same, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by a written statement, specifically referring to this Paragraph B, to the effect that if Landlord fails to review Tenant’s plans and Tenant’s work, provided, however, respond to such fee shall not exceed $5,000 and Request within ten (y10) with respect to future alterations, additions or improvements (i) $150.00 per hour for business days of Landlord’s internal review 's receipt of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s requestRequest, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything be conclusively deemed to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations approved such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureRequest.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion would reasonably be expected to adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistentinconsistent in any material respect, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (viv) will require unusual expense to readapt the Premises to normal office and lab use on (as applicable) upon Lease termination or expiration (including, without limitation, rooftop HVAC units, specialty equipment, ventilation shafts for Tenant’s equipment, halon systems, etc.) or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for provided by Section 7.3 Landlord herein unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination and or expiration without expense to LandlordLandlord (alterations, additions or improvements described in this clause (iv) being sometimes collectively referred to as “Special Improvements”); or (B) for making its approval of any Special Improvements conditional on Tenant’s agreement to restore the Premises to its condition prior to construction of such alteration, addition, or improvement Special Improvements at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions reasonable wear and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”)tear excepted. At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Buildings and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Complex in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from LandlordLandlord (together with reasonable supporting back-up documentation), Tenant shall pay to Landlord, Landlord as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for (as to which a fee had previously been paid the provisions of Exhibit B shall apply) but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per 150/hour for Landlord’s internal review of Tenant’s submission of plans; providedtime spent by senior staff, however, such fee shall not exceed and $3,000100/hour for time spent by junior staff, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the PremisesPremises (other than Cosmetic Alterations, as hereinafter defined), whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion might materially and adversely affect any structural element of the Building or which might affect any exterior element of the Office AreaBuilding, any area or element outside of the Premises or might materially and adversely affect any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable good faith judgment, with alterations satisfying Landlord’s then existing reasonable standards which do not discriminate between similarly situated tenants for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided. Notwithstanding anything to the contrary herein contained, however, such requirement shall only apply Landlord agrees that Tenant will not be required to remove any alterations, additions and additions, or improvements which which: (i) are not customarily found in office spacetypical business offices in the Central Business District of the City of Boston, e.g. gymsand (ii) are not, full kitchens in Landlord’s reasonable judgment, unusual costly to remove and interior stairwells (“Atypical Improvements”)restore. At Without limiting the time foregoing, Landlord approves shall, in any of Tenant’s event, have the right to require Tenant to remove internal staircases and Cable. If Tenant makes any alterations, additions or improvements to the Premises, then Landlord shall notify may, except as provided above, elect to require Tenant which at the expiration or sooner termination of the subject Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. If Tenant so requests in writing at the time that Tenant requests Landlord’s approval of such alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required Landlord agrees to be remove make such Atypical Improvements election at the end of the Term, provided time that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Landlord approves Tenant’s notice delivered concurrently with plans for any such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE)alterations, LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” additions or improvements. Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 B and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor be deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, ; accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Atlantic Wharf in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B or other improvements for which a fee had previously been paid paid, but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per hour for technical reviews performed in-house by Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000professional staff, plus (ii) if Landlord reasonably determines that a third-party consultant is needed to review such work or plans, then Tenant shall reimburse Landlord for the reasonable third third-party expenses out-of-pocket costs incurred by Landlord in hiring said third party to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to either: (x) make cosmetic interior nonstructural alterations, additions or improvements other than installing paint and carpet, the cost of which do not exceed Four Hundred Thousand and 00/100 (a$400,000.00) decorative alterations such as paintingDollars, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (by) install paint and carpet (collectively “Cosmetic Alterations”), provided however that: (i) Tenant shall give prior written notice to Landlord or of such alterations, Cosmetic Alterations; (ii) Tenant shall submit to Landlord plans for such alterations Alterations if Tenant utilizes plans for such alterations, and Cosmetic Alterations; and (iii) such alterations Cosmetic Alterations shall not materially affect any of the Building’s systems systems, or the ceiling of the Premises. Upon and subject to the provisions of this Lease, Tenant may construct internal staircases between floors within the Premises that are located in the Waterfront Office Building structureand Tenant shall have the right to select the location of such internal staircases, subject to Tenant’s obtaining Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed.

Landlord’s Approval. Tenant covenants and agrees not to make alterationsPerformance of Work. If any of Tenant's proposed construction work will ------------------------------------------- affect the Building's Structure or the Building's Systems, additions or improvements to then the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first working drawings pertaining thereto must be approved by Landlord in writing, which the Building's engineer of record. Landlord's approval of suxx xxxxxng drawings shall not be unreasonably withheld, conditioned provided that (1) they comply with all Laws, (2) the improvements depicted thereon do not adversely affect (in the reasonable discretion of Landlord) the Building's Structure or delayedthe Building's Systems (including the Building's restrooms or mechanical rooms), the exterior appearance of the Building, or the appearance of the Building's common areas or elevator lobby areas, (3) such working drawings are sufficiently detailed to allow construction of the improvements in a good and workmanlike manner, and (4) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements (a copy of which has been delivered to Tenant). HoweverAs used herein, "Working Drawijws" shall mean the final working drawings approved by Landlord’s determination , as amended from time to time by any approved changes thereto, and "Work" shall mean all improvements to be constructed in accordance with and as indicated on the Working Drawings, together with any work required by governmental authorities to be made to other areas of matters relating the Building as a result of the improvements indicated by the Working Drawings. Landlord's approval of xxx Xxrking Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use or comply with any Law, but shall merely be the consent of Landlord thereto. Tenant shall, at Landlord's request, sign xxx Xxxking Drawings to aesthetic issues relating to alterations, additions or improvements which are visible outside evidence its review and approval thereof After the Premises shall be in Landlord’s sole discretion. Without limiting such standardWorking Drawings have been approved, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of cause the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required Work to be remove such Atypical Improvements at performed in substantial accordance with the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEWorking Drawings.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) have the periods set forth above for withholding approval of any alterationsportion of the Contract Documents, additions and Landlord's receipt of all information and documentation reasonably requested by Landlord relating to such applicable document, in which to approve or improvements which disapprove such applicable document, provided that any such written request to Landlord with respect to approval of any portion of the Contract Documents, as the case may be is marked in bold lettering with the following language: “LANDLORD'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THAT CERTAIN LEASE AGREEMENT BETWEEN THE UNDERSIGNED AND LANDLORD” and the envelope containing the request must be marked “PRIORITY”. In the event that Landlord fails to respond to Tenant's request for approval of any portion of the Contract Documents, as the case may be, Landlord's approval shall be deemed given with respect to the applicable document but only to the extent that such document strictly complies with (i) adversely affect any structural all other documents previously approved (or exterior element of the Office Areadeemed approved) by Landlord hereunder, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or and (ii) involve or affect the exterior design, size, height or other exterior dimensions requirements of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Termthis Work Letter; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves for any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which portion of the subject alterationsContract Documents, additions as the case may be, that affect the Base Building (as defined below) or improvements, if any, constitute Atypical Improvements and whether Tenant is of a scope for which Landlord will be required to be remove such Atypical Improvements at the end require review of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such relevant plans and specifications or under Exhibit B-1 and consent to perform work described therein by a third party expert, then the foregoing ten (10) Business Day response period shall not apply (nor shall Landlord's deemed consent as provided herein) and Landlord shall be provided a reasonable period of time to have such third party complete its review of the applicable portion of the applicable documents prior to Landlord being required to provide its approval or disapproval of the applicable portion of such documents. For purposes of clarification, Landlord requesting additional and/or clarified information, in addition to approving or denying any request (in whole or in part), shall be deemed an agreement a response by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers for purposes of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations foregoing ten (herein called “Insurance Requirements”10) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureBusiness Day period response requirement.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheldwithhold, conditioned condition or delayed. Howeverdelay its consent to the Space Plan, Landlord’s determination of matters relating to aesthetic issues relating to alterationsthe Construction Drawings, additions or improvements which are visible outside any Change Order so long as the Premises shall be in Landlord’s sole discretion. Without limiting such standardapplicable plans, Landlord shall drawings, and specifications, and the work contemplated thereby: (a) do not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any involve structural or exterior element portions of the Office AreaLeased Premises or Building or Building systems (including, any area but not limited to, HVAC systems, life safety systems, electrical and plumbing systems); (b) affect only the Leased Premises, and not other tenants or element their premises, and are not visible from outside of the Premises Leased Premises; (c) do not affect the certificate of occupancy issued for the Building or the Leased Premises; (d) do not involve excess noise or fumes of any type; and (e) do not violate any legal requirements. If, under the terms of this Work Letter, Landlord is deemed to have disapproved the Space Plan, the Construction Drawings, the Contractor, the bid, or any facility Change Order by reason of Landlord’s failure to timely notify Tenant of Landlord’s approval or base building mechanical system serving any area disapproval, then Tenant may provide Landlord with written notice of such failure to respond (the Office Area outside of the Premises“Second Notice”), or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistentwhich, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required order to be remove such Atypical Improvements at the end of the Termeffective, provided that Tenant shall include must clearly, conspicuously and in bold type face set forth the following legend in capitalized and bold type displayed prominently on statement at the top of the first page of Tenant’s notice delivered concurrently with such plans and specificationsthe Second Notice: “IF SECOND NOTICE! THE FAILURE OF LANDLORD FAILS TO NOTIFY TENANT AT RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER THE TIME RECEIPT OF THIS SECOND NOTICE BY LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT SHALL BE DEEMED TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEBE LANDLORD’S APPROVAL.” Landlord’s review and If Landlord should fail to notify Tenant in writing of its approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities disapproval within five (“Legal Requirements”5) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 business days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s requestSecond Notice, Landlord shall provide Tenant with its reasonable estimate of be deemed to have approved the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureapplicable item.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or Premises during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. HoweverIf Landlord fails to respond within twenty (20) days after receipt of a written request therefor, Landlord’s determination Tenant may re-send such request to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of matters relating such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to aesthetic issues relating respond to alterationsthis request within ten (10) days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within ten (10) days after receipt thereof, additions or improvements which are visible outside the Premises such failure shall be in Landlord’s sole discretiondeemed to be an approval of such plans and specifications. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, in quality, scope, design or method of construction with alterations satisfying Landlord’s then existing standards for new alterations in the Office Development Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (B) except with respect to the wiring for Tenant’s computer, telephone and other communications systems and equipment, in the case of proposed alterations, additions or improvements which are more expensive to remove than typical improvements found in Class-A office buildings in Cambridge, Massachusetts (including, without limitation, internal staircases, raised floors, or reinforced file rooms), for making its approval conditional on Tenant’s agreement to restore the Premises and/or the Base Building to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; providedTerm (provided that if Landlord fails to condition its approval on such removal as aforesaid, howeverTenant shall be deemed to have no removal, obligations under this Section 9.1 with respect to such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”item). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” LandlordXxxxxxxx’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform Tenant performing the work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and Requirements and/or requirements of insurers of the Office Area Building and the other requirements of the this Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements Requirements, nor shall it impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as Additional Rent, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant with respect to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, Landlord’s approval is required under this Section 9.1 in an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlordof time spent by Xxxxxxxx’s internal staff to review of Tenant’s submission of plans; provided, however, such fee shall plans for Tenant’s work (not to exceed $3,0001,500.00 in connection with any individual project), plus (ii) if required in Landlord’s reasonable judgment, third party expenses incurred by Landlord to review Xxxxxx’s plans for Xxxxxx’s work. Tenant shall also reimburse Landlord for any overtime charges for the Building’s on-site engineer to oversee any portions of Tenant’s work which require such engineer’s presence and which must be performed after hours (such as shutdown of life-safety systems). There shall be no construction management fee payable with respect to Landlord’s review or oversight of Tenant’s plans and or Tenant’s work, providedexcept as aforesaid. In recognition of the fact that the Permitted Uses hereunder include uses other than general office uses, however, Landlord acknowledges that Tenant may make alterations to the Premises to accommodate such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plansother uses; provided, however, that all such fee alterations shall not exceed $1,500 for non-structural alterations which do not include modifications be subject to mechanicalthe applicable provisions of this Article 9 (e.g., electrical or plumbing systems in obtaining Xxxxxxxx’s approval of the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of specifications for such alterations to the costs of review of proposed plans for Tenant alterationsextent required under this Article 9). Notwithstanding anything to the contrary herein containedforegoing, Tenant shall have the right, without obtaining the prior consent of Landlord and without any obligation to pay Landlord’s consentreview fee described in the foregoing grammatical sentence, to make alterations, additions or improvements to the Premises where: (ai) decorative alterations such as painting, wall coverings and floor coveringsthe same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Building (bincluding no signs on windows); (ii) interior nonthe same do not affect the roof or any structural element of the Building, or the main vertical trunk of the mechanical, electrical, plumbing, heating, ventilating, air-structural alterations conditioning and fire protection systems of the Building (as distinguished from the distribution components of such systems in the Building, which may be affected by Tenant without Landlord’s prior consent so long as the other criteria set forth herein have been met); (iii) the cost of any individual alteration, addition or improvement shall not exceed $200,000.00 (which such amount shall be increased on an annual basis as of each anniversary of the Commencement Date by the corresponding percentage increase in the Consumer Price Index for which no building permit is required Urban Wage Earners and costing not more than $100,000 Clerical Workers, U.S. City Average, All-Item Series A (1982-1984=100) for the immediately preceding twelve (12) month period); and (iv) Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance or taxes or of services, Tenant shall pay for any such increase in each instancecost; provided, however, thatthat Tenant shall, in within thirty (30) days after the case making of clause (a) or (b)such changes, (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit send to Landlord plans for and specifications describing the same in reasonable detail and provided further that Landlord, by notice to Tenant given no later than forty-five (45) days after Landlord’s receipt of such alterations if plans and specifications, may require Tenant utilizes plans for to restore the Premises to its condition prior to such alterationsalteration, and (iii) such alterations shall not materially affect any addition or improvement at the expiration or earlier termination of the Building’s systems or the Building structureLease Term (provided that if Landlord shall fail to so notify Tenant within said 45-day period as aforesaid, Tenant shall be deemed to have no removal requirement under this Section 9.1 with respect to such item).

Landlord’s Approval. Tenant covenants and agrees not Except as otherwise specifically provided herein, whenever in this Sublease, Subtenant is required to make alterationsobtain Sublandlord's consent or approval, additions or improvements to Subtenant understands that Sublandlord may be required by the Premises, whether before or during terms of the Lease Termto first obtain the consent or approval of Landlord. Sublandlord agrees to use its reasonable efforts to cooperate with Subtenant in obtaining any such consent or approval of Landlord. If Landlord should refuse such consent or approval and if such consent is required under the Lease, except Sublandlord shall be released of any obligation to grant its consent or approval whether or not Landlord's refusal, in accordance with plans and specifications therefor first approved by Landlord in writingSubtenant's opinion, which approval is arbitrary or unreasonable or improper under the Lease. Subtenant agrees that Sublandlord shall not be unreasonably withheldrequired to dispute any determinations or other assertions or claims of Landlord regarding the obligations of Sublandlord under the Lease for which Subtenant is or may be responsible under the terms of this Sublease. Should Sublandlord elect not to dispute any such determinations, conditioned assertions or delayed. Howeverclaims by Landlord, Landlord’s determination Sublandlord hereby grants Subtenant such right as Sublandlord would have had to dispute the same in its own name, without Sublandlord's consent, and the right to resolve such disputes to its own satisfaction, provided that Subtenant shall bear any and all costs and expenses of matters relating to aesthetic issues relating to alterationsany such dispute and/or settlement and shall indemnify, additions defend and hold Sublandlord harmless from and against all liability, loss, damage or improvements expense, including, without limitation, reasonable attorney's fees, which are visible outside the Premises Sublandlord shall be in Landlord’s sole discretion. Without limiting suffer or incur by reason of such standardaction, Landlord and, provided further, that Sublandlord shall not be deemed unreasonable: (A) for withholding approval of bound without its consent, which it will not unreasonably withhold, by any alterationssettlement, additions agreement or improvements which (i) adversely affect resolution reached by Subtenant and Landlord in regard to any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premisessuch dispute, or (ii) involve by any decree, judgment or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEpenalty resulting therefrom.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants shall promptly notify Landlord of Tenant’s plans to perform any Restoration or Capital Improvement and agrees not to make alterationsinclude in such notice a detailed description of the proposed Capital Improvement or Restoration, additions or improvements to including a signed and sealed copy of the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by specifications, copies of any required permits, and copies of any additional insurance policies obtained in conjunction herewith. Within twenty (20) days of Landlord’s receipt of such notice, Landlord shall consent to or deny Tenant’s request, or request additional documentation on which to base its response. Should Landlord fail to respond within such twenty (20) day period, Tenant shall send a second notice. Landlord’s failure to respond within five (5) business days to such second notice shall be deemed Landlord’s approval of such Capital Improvement or Restoration as per the plans and specifications. At Tenant’s option, title to any and all Capital Improvement or Restoration shall vest in writingLandlord or Tenant, which provided that upon the expiration or termination of the Term of this Lease, title thereto shall automatically vest in Landlord, such vesting to be self-operative and effective without the need for any further documentation or agreement. For the purposes of this Lease, the definitions of “Capital Improvement” and “Restoration” will not include minor and routine repairs and maintenance. Tenant shall be permitted to install electric truck engine block warmers in parking areas of the Premises and Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirementstherefor. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlordpermitted, as a fee for Landlord’s review part of its Work, to remove any plans or work (excluding railroad spurs, ties and any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to related apparatus and/or grading material located upon the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s workPremises. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining right to claim all deductions related to Capital Improvements on the Premises pursuant to generally accepted accounting principles and the Internal Revenue Code of 1986 (as amended to date). In the event of a major emergency repair requiring Landlord’s consentapproval, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give major repair may be made without Landlord’s prior written notice consent. Documentation reflecting the situation and action taken must be submitted within ten (10) days following the emergency and Tenant may be required to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureretroactively correct major repairs made in an emergency context.

Landlord’s Approval. Tenant covenants and agrees shall not to make alterations, additions or improvements any Structural Alterations to the Premises, whether before Premises or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writingany other Alterations without Landlord’s prior written consent, which approval consent shall not be unreasonably withheldwithheld or delayed except in the event that the cost of any such Alterations equals or exceeds $15,000, in which event such consent may be conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be withheld in Landlord’s sole discretion. Without limiting Together with any request for Landlord’s consent, Tenant shall deliver to Landlord plans and specifications for the Alterations and the names and addresses of all prospective contractors for the Alterations. At the time Tenant requests Landlord’s consent to Tenant’s Alterations, Tenant shall be responsible for obtaining Landlord’s decision whether or not Landlord’s consent to the Alterations is conditioned upon Tenant removing such standardAlterations at Tenant’s expense upon the expiration or sooner termination of this Lease. Landlord reserves the right to require Tenant to remove such Alterations at Tenant’s expense upon the expiration or termination of this Lease if Tenant does not obtain Landlord’s written determination regarding the removal of the Alterations at the time Landlord consents to the Alterations. If Landlord approves the proposed Alterations, before commencing the Alterations and before the delivery (or the acceptance of delivery) of any materials to be used in connection with the Alterations, Tenant shall deliver to Landlord copies of all contracts, proof of insurance required by Section 8.2, copies of any contractor safety programs, copies of all necessary permits and licenses and such other information relating to the Alterations as Landlord reasonably requests. Tenant shall not be deemed unreasonable: (A) for withholding commence the Alterations until Landlord has delivered to Tenant Landlord’s written approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premisesforegoing deliveries. Tenant shall construct all approved Alterations, or shall cause all approved Alterations to be constructed (iia) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, promptly by a contractor Landlord has approved in writing in Landlord’s reasonable judgmentdiscretion, (b) in a good and workmanlike manner, (c) in compliance with alterations satisfying all Laws, (d) in accordance with all orders, rules and regulations of the Board of Fire Underwriters having jurisdiction over the Premises and any other body exercising similar functions, and (e) in full compliance with all of Landlord’s then existing standards for new alterations in the Office Arearules and regulations applicable to third party contractors, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost subcontractors and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement suppliers performing work at the expiration or earlier termination Property. Notwithstanding anything contained in this Section 8.1 to the contrary, Landlord’s prior written consent shall not be required for decorative Alterations, painting, carpeting, and installation of the Lease Termmodular office units; provided, however, such requirement shall only apply Landlord reserves the right to alterations, additions require that Tenant restore the Premises and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Property to substantially the same condition prior to the work at Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEexpense.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during may assign the Lease Term, except or sublease the space set forth in accordance Tenant’s Initial Notice only after complying with plans the foregoing provisions and specifications therefor first approved by Landlord in writingthen obtaining the prior written approval of Landlord, which approval shall not be unreasonably withheldwithheld or delayed so long as (x) the use of the Leased Premises by such proposed assignee or sublessee would-be a Permitted Use, conditioned (y) the character and business reputation of the proposed assignee or delayedsublessee is consistent with the character of the Building as a first-class office building, and (z) for any proposed assignment of this Lease or any proposed sublease that covers (together with all other sublease(s) then in effect or proposed) more than 90,000 square feet of the Net Rentable Area of the Leased Premises, excluding subleases under 10,000 square feet of Net Rentable Area (a “Major Transaction”), the proposed assignee or sublessee is of sound financial condition sufficient to satisfy its obligations under this Lease or the sublease, as the case may be, as determined by Landlord in the exercise of its reasonable business judgment. HoweverLandlord shall approve or disapprove the proposed assignee or sublessee within ten (10) business days after receipt of all of the information required to be provided or made available to Landlord under Section 4.06(d); provided that (x) if Tenant’s Request for Approval conspicuously states in capital letters that Landlord’s failure to disapprove the proposed assignee or sublessee within ten (10) business days after receipt of all of the information required to be provided or made available to Landlord under Section 4.06(d) (subject to clause (y) below in the case of a Major Transaction), Landlord’s determination of matters relating failure to aesthetic issues relating to alterations, additions disapprove the proposed assignee or improvements which are visible outside the Premises sublessee within such ten-business-day period shall be in Landlord’s sole discretion. Without limiting such standarddeemed an approval, and (y) for a Major Transaction, Landlord shall not be deemed unreasonable: to have approved the proposed assignee or sublessee unless and until Landlord shall have failed to give its approval within a further five (A5)-business-day period after Tenant delivers to Landlord (with a copy of such notice to the holder of any Mortgage of which Tenant has received notice) for withholding a reminder notice conspicuously stating in capital letters that Landlord has failed to disapprove the proposed assignee or sublessee within the initial ten (l0)-business-day period and that Landlord’s failure to disapprove such proposed assignee or sublessee within five (5) business days after receipt of such reminder notice shall be deemed an approval. No approval or deemed approval of any alterations, additions assignee or improvements which (i) adversely affect sublessee shall derogate from any structural or exterior element of the Office Area, any area or element outside provisions of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve this Section 4.06 or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterationsrights and obligations to Landlord under the Lease, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case proposed form of clause (a) assignment or (b), (i) Tenant sublease. In no event shall give prior written notice a failure by Landlord to Landlord approve a proposed subtenant or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any assignee cause a termination of the Building’s systems or the Building structurethis Lease.

Landlord’s Approval. Tenant covenants and agrees shall not make, or allow to make be made, any alterations, additions physical additions, improvements or improvements partitions, including without limitation the attachment of any fixtures or equipment, in, about or to the Premises, whether before or during Premises ("Alterations") without obtaining the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writingprior written consent of Landlord, which approval consent shall not be unreasonably withheldwithheld with respect to proposed Alterations which: (a) comply with all Applicable Laws; (b) are, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s 's reasonable opinion, compatible with the Building or the Project and the Base Building Systems , and will not cause the Building or Project or Base Building Systems to be required to be modified to comply with any Applicable Laws (including, without limitation, the Americans With Disabilities Act); and (c) will not interfere with the use and occupancy of any other portion of the Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing, Landlord shall have the right to reasonably approve all plans and specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose reasonable rules and regulations for contractors and subcontractors performing such work. Landlord may, in its sole discretion, specify engineers, general contractors, subcontractors, and architects to perform work affecting the Base Building Systems. Without limiting Tenant shall also supply to Landlord any documents and information reasonably requested by Landlord in connection with Landlord's consideration of a request for approval hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant's obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Laws, for which Tenant shall at all times be solely responsible. Tenant shall reimburse Landlord for all out-of-pocket, reasonable costs which Landlord may incur in connection with granting approval to Tenant for any such standardAlterations, including any costs or expenses which Landlord may incur in electing to have outside architects and engineers review said plans and specifications. Tenant shall also pay to Landlord a fee for its review of plans and its management and supervision of the progress of the work in an amount equal to three percent (3%) of the cost of any Alterations (other than for Minor Alterations). The Tenant Improvements constructed pursuant to the Tenant Improvement Agreement shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASEAlterations hereunder.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements to Tenant’s Rooftop Terrace Area which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion would adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area Xxxxx Xxxx of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing reasonable standards of general applicability for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord, or (vi) will adversely affect the issuance or maintenance of any LEED rating in effect for the Building; or (Bb) subject to the provisions of Section 9.5(c) below, for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Property in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per hour for time spent by Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000in-house personnel, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. OF THE TENANT'S REPAIRS (a) o o o DURING the Term of this Lease or any renewal or extension hereof, the Tenant covenants and agrees shall not make any repairs, replacements, Leasehold Improvements or install trade fixtures in any part of the Leased Premises without first obtaining the Landlord's written approval, such approval not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. Howeverand in connection therewith the Tenant shall, prior to commencing any such work, submit to the Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Ai) for withholding its prior approval details of any alterationsthe proposed work, additions including drawings and specifications prepared by qualified architects or improvements engineers and conforming to good engineering practice; (ii) such indemnification against liens, costs, damages and expenses (including Landlord's costs and expenses incurred, or which may be incurred, in reviewing the proposed work and supervising its completion) and such insurance coverages as the Landlord requires; and (iii) evidence satisfactory to the Landlord that the Tenant has obtained at its expense all necessary consents, permits, licences and inspections from all governmental and regulatory authorities having jurisdiction. (b) All such repairs, replacements, Leasehold Improvements or trade fixtures made or installed by the Tenant in the Leased Premises and approved by the Landlord shall be performed: (i) adversely affect any structural or exterior element with first class materials owned by the Tenant at the sole cost of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or Tenant; (ii) involve or affect by competent workmen whose labour union affiliations are compatible with others employed by the exterior design, size, height or other exterior dimensions of the Office Area, or Landlord and its contractors; (iii) enlarge the Rentable Floor Area of the Premises, or in a good and workmanlike manner; (iv) are inconsistent, in accordance with the drawings and specifications approved by the Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or ; and (v) will require unusual expense subject to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or reasonable regulations, supervision, controls and inspection of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bc) for making its approval conditional on Tenant’s agreement to restore If any such repairs, replacements, Leasehold Improvements or trade fixtures would affect the Premises to its condition prior to such alteration, additionstructure of the Building, or improvement any of the electrical, mechanical or other base building systems or their warranties, such work shall, at the expiration or earlier termination option of the Lease Term; providedLandlord, howeverbe performed by the Landlord as an Additional Service. If such would affect such warranties, the Landlord may reasonably refuse to allow such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required work to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisionsdone. Upon completion thereof, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect thereafter to the completenessextent requiring ongoing maintenance, design sufficiency repair or compliance of such plansreplacement, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to the Landlord the Additional Service Cost in respect thereof. (d) Upon being invoiced therefor the Tenant shall pay to the Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount a fee equal to the sum of: of One Dollar (x$l.00) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review square foot of Tenant’s submission Rentable Area of plans; provided, howeverthe Leased Premises at the Commencement Date, such fee to cover the reasonable costs and fees of the Landlord, direct and indirect, for its services in monitoring the Tenant's construction and installation of Leasehold Improvements pursuant to the Agreement to Lease prior to or at the Commencement Date, which costs shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review and approval of proposed plans for Tenant alterationsand specifications by the Landlord's in-house staff (but not the Landlord's out-of-pocket architects' and engineers' fees if such are required), the costs of hoisting during Business Hours, the cost of garbage removal from the Complex loading dock, and the cost of the Utilities consumed in connection therewith (collectively, the "Included Costs"). Notwithstanding anything In respect of repairs, alterations or replacements of or to the contrary herein containedLeased Premises thereafter during the Term, the Tenant shall have pay to the rightLandlord, without obtaining as Additional Rent, a fee equal to five percent (5%) of the cost of such work, such fee to cover the reasonable costs and fees of the Landlord’s consent, direct and indirect, for its services in monitoring the Tenant's construction and installation or the conduct thereof, as the case may be (which fee shall cover the Included Costs). ooo NOTWITHSTANDING THE FOREGOING, THE AFORESAID FIVE PERCENT (5%) FEE SHALL NOT APPLY TO ANY SUCH WORK CONDUCTED BY THE TENANT WHICH DOES NOT REQUIRE THE LANDLORD'S APPROVAL IN ACCORDANCE WITH THE TERMS OF THIS LEASE OR WHICH RELATES TO COSMETIC WORK TO THE LEASED PREMISES. IN ADDITION TO THE FOREGOING, any cost or expense of the Landlord in providing hoisting services after Business Hours, garbage removal to make (a) decorative alterations such as paintingthe Complex loading dock and, wall coverings if the Landlord's architects and floor coverings, and (b) interior non-structural alterations engineers responsible for which no building permit is required and costing the Complex are not more than $100,000 in each instance; provided, however, that, retained by the Tenant to complete any improvements in the case Leased Premises affecting the structure of clause (a) the Complex or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s electrical, mechanical or other base building systems or their warranties, any cost or expense of the Building structureLandlord's architects and engineers in respect of approval of plans, and supervision and/or inspection of such work, will each be payable by the Tenant as Additional Rent upon being invoiced by the Landlord.

Landlord’s Approval. (A) Tenant covenants and agrees not to make alterations, additions or improvements (“Alterations”) to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s 's determination of matters relating to aesthetic issues relating to alterations, additions or improvements Alterations which are visible outside the Premises shall be in Landlord’s 's sole discretion. Without limiting such standard, . Landlord shall not be deemed unreasonable: (A) unreasonable for withholding approval of any alterationsAlterations (including, additions or improvements without limitation, any Alterations to be performed by Tenant under Article III) which (i) in Landlord's opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) subject to Tenant's express rights under this Lease, involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the PremisesPremises (except in connection with Tenant's rights under Article XVIII below), or (iv) except with respect to Tenant's Work, are inconsistent, in Landlord’s reasonable 's judgment, with alterations satisfying Landlord’s then existing alteration standards for new alterations in similar Class A buildings in the Office Market Area, or (v) will require unusual expense to readapt remove and prepare for normal re-use of the Premises to normal office use on Lease termination (Landlord hereby agreeing that it will not withhold its consent to the installation of new internal staircases (as opposed to replacements of existing staircases in the Building) on the grounds that the same require unusual expense to readapt, provided that Landlord may nonetheless withhold such approval on other grounds or condition approval on the Premises being restored at the end of the Term to its condition prior to the installation of such new internal staircases) or increase the cost of construction of or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or, or (vi) will adversely affect, in Landlord's reasonable opinion, the issuance or maintenance of any LEED rating in effect for the Building, (the foregoing Alterations described in subclauses (i) through (vi) being sometimes collectively referred to as “Special Improvements”). Landlord agrees that Tenant may install, operate and manage a fitness facility in the Premises with showers and locker rooms (collectively, the “Fitness Facilities”) for use by Tenant's employees and invitees, provided that (a) all particulars of the initial design thereof shall be subject to Landlord's written approval, which shall not be unreasonably withheld, conditioned or delayed, but may include requirements for special ventilation, fire protection, domestic hot water, waste drainage and exhaust system, and supplemental HVAC units, all of which shall be installed, operated, cleaned, maintained, repaired, replaced and performed, as the case may be, by and at the expense of Tenant, (b) Tenant shall be responsible to pay for any changes to any of the base building systems or facilities or Landlord's Work that may be required to accommodate the Fitness Facilities, (c) Tenant shall perform, at Tenant's sole cost and expense, any structural reinforcement of the floors of the Fitness Facilities reasonably required by Landlord, (d) Tenant obtains any and all licenses and permits necessary therefor and copies are provided to Landlord, (e) Landlord will bring the base building HVAC to the Fitness Facility in accordance with the terms of Schedule I to Exhibit B of this Lease and Tenant shall be responsible, at Tenant's expense, for the distribution of HVAC within the Fitness Facility and for the installation therein of any supplemental HVAC system or equipment required in order to provide sufficient HVAC service in such Fitness Facility for Tenant's use and to satisfy any applicable Legal Requirements, and (f) in no event shall the Fitness Facilities be open to the public. Landlord agrees, upon Tenant's request, to perform any repairs, maintenance and/or janitorial services requested by Tenant to the Fitness Facilities, at Tenant's sole cost and expense as Additional Rent (but without xxxx-up by Landlord, but with the costs separately allocated as a “Special Service” payable by Tenant and not subject to the Expense Cap set forth in Section 7.5(C) below (but without xxxx-up by Landlord). (B) for making its approval conditional on Tenant’s agreement In the case of all Alterations, Tenant shall, subject to restore Section 9.7, deliver reasonably detailed plans and specifications to Landlord at the Premises to its condition prior to such alteration, addition, or improvement at time Tenant seeks Landlord's approval. All Alterations shall become a part of the Building upon the expiration or earlier termination of this Lease unless Landlord shall specify the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At same for removal at the time consent is given by Landlord approves any of Tenant’s alterationsas hereinafter set forth, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that as “Required Removables.” If Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of make any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord Alterations that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.are considered Required

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord's opinion might adversely affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (Bb) for making its approval conditional on Tenant’s 's agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s 's review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, Legal Requirements and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “applicable Insurance Requirements”) Requirements nor deemed a waiver of Tenant’s 's obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. All insurance required to be maintained by Tenant covenants shall be on terms and agrees with insurers satisfactory to Landlord. Each policy shall contain an undertaking by the insurer so that no material change adverse to Landlord or Tenant will be made, and the policy will not lapse or be canceled, except after not less than thirty (30) days’ written notice to make alterationsLandlord of the intended change, additions lapse or improvements cancellation. Tenant shall furnish to Landlord, if and whenever requested by it, certificates or other evidences acceptable to Landlord as to the Premisesinsurance from time to time effected by Tenant and its renewal or continuation in force, whether before together with evidence as to the method of determination of full replacement cost of Tenant’s Leasehold Improvements, trade fixtures, furniture and equipment, and if-Landlord reasonably concludes that the full replacement cost has been underestimated, Tenant shall forthwith arrange for any consequent increase in coverage required under this . If Tenant shall fail to take out, renew or during keep in force such insurance, or if the Lease Termevidences submitted to Landlord are unacceptable to Landlord (or no such evidences are submitted within a reasonable period after request therefore by Landlord), except then Landlord may give to Tenant written notice requiring compliance with this and specifying the respects in accordance which Tenant is not then in compliance. If Tenant does not within forty-eight (48) hours provide appropriate evidence of compliance with plans and specifications therefor first approved by this, Landlord in writing, which approval may (but shall not be unreasonably withheld, conditioned obligated to) obtain some or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element all of the Office Area, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area outside of the Premises, or (ii) involve or affect the exterior design, size, height additional coverage or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top have failed to obtain, without prejudice to any other rights of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and accountotherwise, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000, plus (ii) all premiums and other reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureon demand.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion would reasonably be expected to adversely affect any structural or exterior element of the Office AreaBuildings, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Buildings outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuildings, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistentinconsistent in any material respect, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuildings, or (viv) will require unusual expense to readapt the Premises to normal office use on upon Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Office Area Buildings or of the services called for provided by Section 7.3 Landlord herein unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination and or expiration without expense to LandlordLandlord (alterations, additions or improvements described in this clause (iv) being sometimes collectively referred to as “Special Improvements”); or (Bb) for making its approval of any Special Improvements conditional on Tenant’s agreement to restore the Premises to its condition prior to construction of such alteration, addition, or improvement Special Improvements at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions reasonable wear and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”)tear excepted. At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Buildings and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Property in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from LandlordLandlord (together with reasonable supporting back-up documentation), Tenant shall pay to Landlord, Landlord as a fee for Landlord’s review of any work or plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B Section 4.1 hereof or any other improvements for which a construction management fee had has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per 150/hour for Landlord’s internal review of Tenant’s submission of plans; providedtime spent by senior staff, however, such fee shall not exceed and $3,000100/hour for time spent by junior staff, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, any alterations in or additions or improvements to the PremisesPremises after its initial improvement of the Premises (the “Alterations”) without in each such instance first obtaining the written consent of Landlord of the plans, whether before or during specifications and working drawings for the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, Alterations (which approval shall consent will not be unreasonably withheld). Specifically, conditioned Tenant shall not install nor cause to be installed any air lines, data and communication cabling, raceways, power panels, electrical distribution, security, fire protection systems, lighting fixtures, heating, ventilating and air conditioning equipment, plumbing, and fencing in, on, or delayed. However, about the Premises without Landlord’s determination prior written consent. Landlord’s consent to any Alterations by Tenant or Landlord’s approval of matters relating the plans, specifications and working drawings for Tenant’s Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities now in effect or which may hereafter be in effect. Tenant, at its expense, shall pay all engineering and design costs incurred by Landlord attributable to aesthetic issues relating the Alterations and obtain all necessary governmental permits and certificates required for any Alterations to alterations, additions or improvements which are visible outside the Premises Landlord has consented and shall cause such alterations to be completed in compliance therewith and with all applicable laws and requirements of public authorities and all applicable requirements of Landlord’s and Tenant’s insurance carriers. All Alterations which Tenant is permitted to make shall be performed in Landlord’s sole discretiona good and workmanlike manner, using new materials and equipment at least equal in quality to the original installations in the Premises, and with a general contractor, construction manager, subcontractors, architect and engineer, all of whom are approved by Landlord (who will not unreasonably withhold its approval). Without limiting such standardDespite any other provision of this Section 11.1 , Landlord shall Tenant may make in any twelve (12) month period Alterations costing in the aggregate no more than Fifty Thousand Dollars ($50,000.00) so long as they do not be deemed unreasonable: (A) for withholding approval of any alterations, additions or improvements which (i) adversely affect any structural or exterior element of the Office Area, any area or element outside part of the Premises that this Lease requires Landlord to maintain, replace, repair or any facility or base building mechanical system serving any area renovate. Tenant may, however, make non-structural utility installations to the interior of the Office Area Building without Landlord’s consent but upon notice to Landlord, so long as they are not visible from the outside of the Premises, do not involve puncturing, relocating or removing the roof or any existing structural or exterior walls or changing or interfering with the fire sprinkler or fire detection systems and the cumulative cost thereof during the Term of this Lease, as extended, does not exceed Twenty Five Thousand Dollars (ii) involve or affect the exterior design$25,000.00). If Landlord authorizes persons requested by Tenant to perform such work, size, height or other exterior dimensions of the Office Area, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office Area, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or (B) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” Landlord’s review and approval commencement of any such plans work, on request, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in the State of Colorado, evidencing that workers compensation, commercial general liability insurance, and specifications or under Exhibit B-1 property damage insurance, all in the amounts, with companies and consent on forms satisfactory to Landlord, are in force and effect and maintained by all contractors and subcontractors engaged by Tenant to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 days after receipt of All such policies shall name Landlord and any Mortgagee (as defined in Article 19) as an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, additional insured. Each such fee shall not exceed $3,000, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord certificate shall provide Tenant with its reasonable estimate of that the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, same may not be canceled or modified without obtaining Landlord’s consent, to make ten (a10) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give days’ prior written notice to Landlord or and such alterationsMortgagee. Further, (ii) Tenant Landlord and such Mortgagee shall submit have the right to post notices in the Premises in locations which will be visible by parties performing any work on the Premises stating that Landlord plans is not responsible for the payment for such alterations if Tenant utilizes plans for work and setting forth such alterationsother information as Landlord may deem necessary. Alterations, repair, and (iii) such alterations maintenance work shall be performed in a manner which will not materially affect unreasonably interfere with, delay, or impose any additional expense upon Landlord in the maintenance or operation of the Building’s systems Building or the Building structureupon other tenants’ use of their premises.

Landlord’s Approval. (a) Tenant covenants and agrees not to make alterations, additions or improvements Alterations to the PremisesPremises (collectively “Alterations”), whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements Alterations which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Ab) for withholding approval of any alterations, additions or improvements Alterations which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office and laboratory use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 Article VII unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; orand (Bc) subject to Tenant’s rights and obligations and the limitations set forth in Section 9.5 below, for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided, however, such requirement shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells . (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at the end of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” d) Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 2.1 and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project in connection with any such work. Within 30 thirty (30) days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting)work, as Additional Rent, an amount equal to the sum of: (x) with respect to Tenant’s Work of (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000hour, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s workreasonable, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable actual third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon TenantSuch fee shall be payable in connection with Landlord’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterationsor work relating to any assignment or subletting. Notwithstanding anything The parties expressly agree that, notwithstanding the foregoing, the fees payable with respect to the contrary herein contained, Tenant initial improvements shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such be as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 set forth in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structureExhibit 2.1.

Landlord’s Approval. Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed. However, Landlord’s determination of matters relating to aesthetic issues relating to alterations, additions or improvements which are visible outside the Premises shall be in Landlord’s sole discretion. Without limiting such standard, Landlord shall not be deemed unreasonable: (Aa) for withholding approval of any alterations, additions or improvements which (i) adversely in Landlord’s opinion might affect any structural or exterior element of the Office AreaBuilding, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Office Area Building outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Office AreaBuilding, or (iii) enlarge the Rentable Floor Area of the Premises, or (iv) are inconsistent, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s then existing standards for new alterations in the Office AreaBuilding, or (v) will require unusual expense to readapt the Premises to normal office use on Lease termination or increase the cost of construction or of insurance or taxes on the Office Area Building or of the services called for by Section 7.3 unless Tenant first gives assurance reasonably acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to such termination without expense to Landlord; or. (Bb) for making its approval conditional on Tenant’s agreement to restore the Premises to its condition prior to such alteration, addition, or improvement at the expiration or earlier termination of the Lease Term; provided. Subject to Section 9.5(b)(i), however, such requirement Landlord agrees that Tenant shall only apply to alterations, additions and improvements which are not customarily found in office space, e.g. gyms, full kitchens and interior stairwells (“Atypical Improvements”). At the time Landlord approves any of Tenant’s alterations, additions or improvements Landlord shall notify Tenant which of the subject alterations, additions or improvements, if any, constitute Atypical Improvements and whether Tenant will be required to be remove such Atypical Improvements at any alteration, addition or improvement made in the end Premises prior to the date of the Term, provided that Tenant shall include the following legend in capitalized and bold type displayed prominently on the top execution of the first page of Tenant’s notice delivered concurrently with such plans and specifications: “IF LANDLORD FAILS TO NOTIFY TENANT AT THE TIME LANDLORD APPROVES THESE PLANS AND SPECIFICATIONS THAT ANY ALTERATIONS SHOWN THEREON ARE ATYPICAL IMPROVEMENTS (AS DEFINED IN THE LEASE), LANDLORD MAY NOT REQUIRE TENANT TO REMOVE SUCH ATYPICAL IMPROVEMENTS AT THE END OF THE TERM OF THE LEASE.” this Lease. Landlord’s review and approval of any such plans and specifications or under Exhibit B-1 B and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with all applicable laws, ordinances, rules, regulations, statutes, by-laws, court decisions, and orders and requirements of all public authorities (“Legal Requirements”) Requirements and requirements of insurers of the Office Area Building and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Project Prudential Center in connection with any such work. Within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord, as a fee for Landlord’s review of any plans or work (excluding any review respecting initial improvements performed pursuant to Exhibit B for which a fee had previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum ofof : (x) with respect to Tenant’s Work (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $3,000hour, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work, provided, however, such fee shall not exceed $5,000 and (y) with respect to future alterations, additions or improvements (i) $150.00 per hour for Landlord’s internal review of Tenant’s submission of plans; provided, however, such fee shall not exceed $1,500 for non-structural alterations which do not include modifications to mechanical, electrical or plumbing systems in the Office Area and $3,000 for all other alterations, additions or improvements, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work. Upon Tenant’s request, Landlord shall provide Tenant with its reasonable estimate of the costs of review of proposed plans for Tenant alterations. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make (a) decorative alterations such as painting, wall coverings and floor coverings, and (b) interior non-structural alterations for which no building permit is required and costing not more than $100,000 in each instance; provided, however, that, in the case of clause (a) or (b), (i) Tenant shall give prior written notice to Landlord or such alterations, (ii) Tenant shall submit to Landlord plans for such alterations if Tenant utilizes plans for such alterations, and (iii) such alterations shall not materially affect any of the Building’s systems or the Building structure.