Common use of Landlord’s Consent to Alterations Clause in Contracts

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may adversely affect the structural components of the Building or the Systems and Equipment in more than a de minimis manner (e.g., the mere tying into Systems shall not be subject to the sole discretion standard) or which can be seen from outside the Building. However, Tenant may make shall pay (i) cosmetic changes for Alterations performed by Tenant, Landlord’s reasonable third-party costs incurred in connection with reviewing such Alterations, and (ii) for Alterations for which Tenant has engaged Landlord to supervise and Landlord’s contractors to perform, a supervision fee of two and one-half percent (2.5%) of the finish work total cost of such Alteration (for the avoidance of doubt, the foregoing supervisory fee shall not be due or payable in connection with the PremisesTenant Improvements and the Vivarium improvements and no supervisory fee shall be due or payable in connection with any capital improvements performed by Landlord). Notwithstanding the foregoing, no Landlord approval shall be required (provided advance notice shall be provided to Landlord) for (a) installation, removal or realignment of furniture systems not requiring involving any structural or other substantial modifications to the Premises structure or connections (e.g., voice/data cabling), without Landlord's prior consentother than by ordinary plugs or jacks) to the Systems, (iib) cosmetic changes Alterations which could not reasonably be expected to affect the interior structural components of any Tenant space within the Building (e.g., changes to or the carpet, wallcovering Systems and paint) Equipment and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not which cost in excess of Two Dollars (less than $2.00) per usable square foot of the Premises 150,000 for any one (1) jobjob and no more than $300,000 in the aggregate in any calendar year during the Lease Term (excluding any costs for painting, carpeting, and similar purely cosmetic work), (bc) such Acceptable Changes Alterations which do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentrequire a building permit, and (cd) Tenant shall perform merely cosmetic work (such Acceptable Changes in a good as painting and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"carpeting). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the structural components of the Building or the Systems and Equipment or which can be seen from (or may affect any area) outside the Premises (collectively, the "Prohibited Alterations"). HoweverNotwithstanding the foregoing to the contrary, Tenant may make Landlord's prior consent shall not be required with respect to any interior Alterations to the Premises which (i) cosmetic changes to the finish work in the Premises, are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentProhibited Alterations, (ii) cosmetic changes to the interior of cost less than [***] for any Tenant space within the Building one (e.g.1) job, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior do not require permit of any kind, as long as (A) Tenant space within the Building (delivers to Landlord notice and copy of any final plans, specifications and working drawings for any such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot commencement of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentwork thereof, and (cB) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which govern contractors. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of [***] percent ([***]%) of the same within fifteen (15) days after cost of the Alterations that require Landlord's receipt thereofconsent. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall still be requested by Tenant not less than thirty twenty (3020) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion (but good faith) with respect to any Alterations which are likely to have an adverse effect on the structural components of the Building or the Systems and Equipment or which can be seen from (or may affect any area) outside the Premises (collectively, the "Major Alterations"). HoweverNotwithstanding the foregoing to the contrary, Tenant may make Landlord's prior consent shall not be required with respect to any interior Alterations td the Premises which (i) cosmetic changes to the finish work in the Premises, are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentMajor Alterations, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises less than [***] for any one (1) job, and (biii) such Acceptable Changes do not affect the exterior appearance require a permit of any kind, as long as (A) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least ten (10) days prior, to commencement of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentwork thereof, and (cB) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which govern contractors. [***] Confidential portions of this document have been redacted and filed separately with the Commission. Tenant shall perform such Acceptable Changes in pay to Landlord a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations Landlord supervision fee of [***] percent (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove [***]%) of the same within fifteen (15) days after Landlord's receipt thereofcost of Major Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by LandlordLandlord with respect to the Permanent Premises, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make Alterations in the Permanent Premises following ten (10) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations (i) do not affect the Building systems or equipment and is purely cosmetic changes to in nature (such as painting, carpeting and the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cablinglike), without Landlord's prior consent, (ii) cosmetic changes to are not visible from the interior exterior of any Tenant space within the Building (e.g.Building, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes cost less than $100,000.00 for a particular job of work. Tenant shall have no right to make Alterations in the interior Initial Premises. Prior to commencing any Alterations affecting air distribution or disbursement from ventilation systems serving Tenant or the Building, including without limitation the installation of any Tenant’s exhaust systems, Tenant space within shall provide Landlord with a third party report from a consultant, and in a form reasonably acceptable to Landlord, showing that such work will not adversely affect the ventilation systems or air quality of the Building (or of any other tenant in the Building) and shall, upon completion of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice work, provide Landlord with a certification reasonably satisfactory to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, from such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) consultant confirming that no such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform adverse effects have resulted from such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterwork.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (10) business days notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations do not (i) cosmetic changes to adversely affect the finish work in systems and equipment of the PremisesBuilding, not requiring any exterior appearance of the Building, or structural or other substantial modifications to aspects of the Premises (e.g., voice/data cabling), without Landlord's prior consentBuilding, (ii) cosmetic changes to the interior cost in excess of any Tenant space within the Building (e.g.an aggregate total of $50,000.00, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes do not require the issuance of a building permit (the “Cosmetic Alterations”). In connection with any Alteration requiring Xxxxxxxx’s consent as set forth hereinabove, in the event that Landlord fails to the interior of any Tenant space respond within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior notice to Tenant’s written request for such Alterations (an “Alteration Request”), Tenant shall have the right to send Landlord but without a written reminder notice, indicating that Landlord has failed to respond to Tenant’s Alteration Request (the “Alteration Reminder Notice”) (which Alteration Reminder Notice shall clearly and conspicuously state that Landlord's prior consent provided ’s failure to respond such Alteration Reminder Notice within five (a5) with respect business days following Landlord’s receipt of the same will result in a deemed approval of the proposed Alteration set forth in the Alteration Request). If Landlord fails to respond to the changes described Alteration Request within five (5) business days after receipt of the Alteration Reminder Notice, then any aspects of the Alterations set forth in Subsection 8.1(iiisuch Alteration Request that (i) above only, such changes do not cost in excess of Two Dollars adversely affect the Base Building, ($2.00ii) per usable square foot do not adversely affect the Building mechanical, electrical, plumbing or other systems, (iii) do not contain incomplete, missing or inaccurate specifications, (iv) do not adversely affect the structural integrity of the Premises for any one (1) jobBuilding, (bv) such Acceptable Changes do not comply with Code, (vi) do not adversely affect the systems and equipment of the Building, or (vii) do not adversely affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after deemed to have been approved by Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may materially or adversely affect the structural components of the Building or the Systems and Equipment or which can be seen from outside the Premises (“Prohibited Alterations”). HoweverNotwithstanding the foregoing to the contrary, Tenant may make prior consent shall not be required with respect to any interior Alterations to the premises which (i) cosmetic changes to the finish work in the Premises, are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentProhibited Alterations, (ii) cosmetic changes to the interior of cost less than Thirty Thousand Dollars ($30,000.00) for any Tenant space within the Building one (e.g.1) job, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior not require a permit of any kind, as long as (A) Tenant space within the Building (delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot commencement of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentwork thereof, and (cB) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord’s rules, regulations and insurance requirements which govern contractors. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of two percent (2%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty twenty (3020) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to the finish work in the Premises, not requiring withhold its consent to any structural Alteration which materially or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within adversely affects the Building (e.g.Structure, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the Systems or exterior appearance of the Building. Tenant shall use Landlord's mechanical, electrical and plumbing engineer(s) for all mechanical, electrical and plumbing design(s) for the Premises, so long as such fees are reasonable and consistent with market rates and so long as Landlord does not charge Tenant an administrative fee as part of the work orders for such contractors. Tenant shall not need the consent of Landlord for decorative changes to the Premises costing less than $10,000. Tenant agrees that Landlord has no obligation to upgrade the electrical service for the Building to meet Tenant's needs, and Tenant agrees that Tenant shall be responsible for the distribution or redistribution of electrical service from the subpanels on the fifth and sixth floors of the Building in connection with the improvements to the Premises to be performed by Tenant. Tenant shall provide Landlord with electric load calculations in connection with the construction of any Alterations, and Tenant shall not exceed the total amperage available from the subpanels located on the fifth and sixth floors of the Building. Notwithstanding the foregoing, subject to Landlord's review and approval of the proposed plans and specifications (which approval shall not be unreasonably withheld, conditioned or delayed), Landlord shall permit Tenant, at Tenant's sole cost and expenses, to increase electrical service to the Building or Common Areasotherwise to modify the electrical system in the Building to the extent necessary to provide electrical service required for the Lab Areas (including, without limitation, the structural aspects "freezer farm"), provided that such modifications do not reduce the power available or interrupt the power service to the other tenants of the Building, or any and/or to the Common Areas of the Building. Tenant shall not exceed the load bearing capacity of the floors within the Building System or Equipmentas currently designed, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, modifications required for Tenant's notice regarding the proposed Alterations use shall be provided together with plans at Tenant's sole cost and specifications for the Alterationsexpense, and Landlord shall approve or disapprove of the same within fifteen (15) days after subject to Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter review and not the terms of approval in accordance with this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work LetterLease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlordwithheld, conditioned or delayed. However, Tenant may make (i) cosmetic changes The construction of the initial improvements to the finish initial Premises and the Must-Take Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant may, without Landlord’s consent, make any Alteration to the Premises that meets all of the following criteria (a “Cosmetic Alteration”): (a) the Alteration is decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions or other such work) or otherwise consists of de minimus work such as the installation of light fixtures or additional circuits, (b) Tenant provides Landlord advance written notice of the commencement of such Cosmetic Alteration, (c) such Alteration does not affect the Building Systems in any material way or any structural portion of the Building or any part of the Building other than the Premises, (d) the work does not requiring any structural require a building permit or other substantial modifications to governmental permit, and (e) the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to work does not involve opening the interior ceiling. At the time Tenant notifies Landlord of any Cosmetic Alteration, Tenant space shall give Landlord a copy of Tenant’s plans for the work. If the Cosmetic Alteration is of such a nature that formal plans will not be prepared for the work, Tenant shall provide Landlord with a reasonably specific description of the work. Landlord agrees to respond to any request by Tenant for approval of Alterations which approval is required hereunder within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior after delivery of Tenant’s written request; Landlord’s response shall be in writing and, if Landlord withholds its consent to any Alterations described in any such Plans, Landlord shall specify in reasonable detail in Landlord’s notice to Landlord but without Landlord's prior consent provided (a) with respect to of disapproval, the basis for such disapproval, and the changes described to Tenant’s plans which would be required in Subsection 8.1(iiiorder to obtain Landlord’s approval. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such Plans within such ten (10) above onlybusiness day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE WORK DESCRIBED HEREIN.” If Landlord fails to respond to such changes do not cost in excess of Two Dollars Second Request within five ($2.005) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areasbusiness days after receipt by Landlord, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes plans in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations question shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after deemed approved by Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes in or to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Landlord’s consent to Alterations shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which affects the finish work in the Premises, not requiring any structural portions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect Systems or is visible from the exterior appearance of the Building or Common AreasAreas or requires access to areas outside the Premises. Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord’s consent for repainting, recarpeting, installing systems, furniture or other alterations, tenant improvements, alterations or physical additions to the structural aspects Premises which are cosmetic in nature totaling less than Twenty Five Thousand Dollars ($25,000) in any single instance or series of related alterations performed within a six-month period (provided that Tenant shall not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision), in each case provided that (a) Tenant delivers to Landlord written notice thereof, a list of contractors and subcontractors to perform the work (and certificates of insurance for each such party) and any plans and specifications therefor prior to commencing any such Alterations (for informational purposes only so long as no consent is required by Landlord as required by this Lease), (b) the installation thereof does not require the issuance of any certificate of occupancy, building permit or other governmental approval, or involve any core drilling or the re-configuration or re-location of any exterior walls of the Building, or any Building System or Equipment, and (c) such Alterations will not affect the structural portions or the systems or equipment of the Building, be visible from the exterior of the Building or Common Areas or require access to the areas outside the Premises. Landlord acknowledges that Tenant shall perform intends to install a supplemental HVAC to serve the Premises as part of its initial Alterations in the Premises and Tenant agrees that such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations supplemental unit shall be provided together with plans removed by Tenant upon the expiration or earlier termination of this Lease and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises any damage caused by such removal shall be governed by the terms of the Tenant Work Letter repaired at Tenant’s cost and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterexpense.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the structural components of the Building or the Systems and Equipment or which can be seen from outside the Premises (the “Prohibited Alterations”); provided further that Tenant may make (i) cosmetic changes to the finish work in the Premisesmay, not requiring any at its sole cost and expense and without Landlord’s written consent, perform interior, non-structural alterations or other substantial modifications additions to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (provided such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes alterations or additions do not affect the exterior appearance structural components of the Building or Common Areas, the structural aspects Systems and Equipment or require any permit or roof penetrations and the cost of which does not exceed Fifty Thousand Dollars ($50,000.00) in the Building, or any Building System or Equipment, and aggregate over a twelve (c12) month period (the “Permitted Alterations”) so long as Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of notifies Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within at least fifteen (15) days after Landlord's receipt thereofprior to commencing any Permitted Alterations so that Landlord may post a Notice of Non-Responsibility on the Premises. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of four percent (4%) of the cost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the "“ALTERATIONS"”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty twenty (3020) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to the finish work in the Premises, not requiring withhold its consent to any structural Alteration which materially or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within adversely affects the Building (e.g.Structure, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the Systems or exterior appearance of the Building. Tenant shall use Landlord’s mechanical, electrical and plumbing engineer(s) for all mechanical, electrical and plumbing design(s) for the Premises, so long as such fees are reasonable and consistent with market rates and so long as Landlord does not charge Tenant an administrative fee as part of the work orders for such contractors. Tenant shall not need the consent of Landlord for decorative changes to the Premises costing less than $10,000. Tenant agrees that Landlord has no obligation to upgrade the electrical service for the Building to meet Tenant’s needs, and Tenant agrees that Tenant shall be responsible for the distribution or redistribution of electrical service from the subpanels on the fifth and sixth floors of the Building in connection with the improvements to the Premises to be performed by Tenant. Tenant shall provide Landlord with electric load calculations in connection with the construction of any Alterations, and Tenant shall not exceed the total amperage available from the subpanels located on the fifth and sixth floors of the Building. Notwithstanding the foregoing, subject to Landlord’s review and approval of the proposed plans and specifications (which approval shall not be unreasonably withheld, conditioned or delayed), Landlord shall permit Tenant, at Tenant’s sole cost and expenses, to increase electrical service to the Building or Common Areasotherwise to modify the electrical system in the Building to the extent necessary to provide electrical service required for the Lab Areas (including, without limitation, the structural aspects “freezer farm”), provided that such modifications do not reduce the power available or interrupt the power service to the other tenants of the Building, or any and/or to the Common Areas of the Building. Tenant shall not exceed the load bearing capacity of the floors within the Building System or Equipmentas currently designed, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, modifications required for Tenant's notice regarding the proposed Alterations ’s use shall be provided together with plans at Tenant’s sole cost and specifications for the Alterationsexpense, and Landlord shall approve or disapprove of the same within fifteen (15) days after subject to Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter ’s review and not the terms of approval in accordance with this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work LetterLease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in structural portions or the Premises, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the BuildingPremises (other than any Back-Up Generator, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes as defined in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"Section 29.35). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make non-structural alterations to the Premises (“Permitted Alterations”), without Landlord’s consent, provided that the aggregate cost of any such changes does not exceed $25,000.00 per instance (up to $75,000.00 in any twelve (12) month period), and thereforefurther provided that such changes do not (i) require any structural modifications to the Premises or Building, (ii) affect the exterior of the Building (nor visible from the exterior of the Building), (iii) trigger any Law which would require either party to make any alteration or improvement to the Premises, the Building or the Project, or (iv) result in the voiding of Landlord’s insurance. Tenant shall give Landlord at least ten (10) days prior notice of such Permitted Alterations, which notice shall be accompanied by a reasonably detailed description of the Permitted Alteration and reasonably adequate evidence that such changes meet the criteria contained in this Section 8.1 to qualify as used hereina Permitted Alteration. Except as otherwise provided, the term "“Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter” shall include Permitted Alterations.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes in or to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Landlord’s consent to Alternations shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which affects the finish work in the Premises, not requiring any structural portions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect Systems or is visible from the exterior appearance of the Building or Common AreasAreas or requires access to areas outside the Premises. Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord’s consent for repainting, recarpeting, installing systems, furniture or other alterations, tenant improvements, alterations or physical additions to the Premises which are cosmetic in nature totaling less than Twenty Five Thousand Dollars ($25,000) in any single instance or series of related alterations performed within a six-month period (provided that Tenant shall not perform any improvements, alterations or additions to the Premises in stages as a means to subvert this provision), in each case provided that (a) Tenant delivers to Landlord written notice thereof, a list of contractors and subcontractors to perform the work (and certificates of insurance for each such party) and any plans and specifications therefor prior to commencing any such Alterations (for informational purposes only so long as no consent is required by Landlord as required by this Lease), (b) the installation thereof does not require the issuance of any certificate of occupancy, building permit or other governmental approval, or involve any core drilling or the configuration or location of any exterior walls of the Building, and (c) such Alterations will not affect the structural aspects portions or the systems or equipment of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require be visible from the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove exterior of the same within fifteen (15) days after Landlord's receipt thereofBuilding or Common Areas or require access to the areas outside the Premises. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Subject to the following provisions of this Article 8, Tenant shall have the right, without Landlord’s or Master Landlord’s consent, to make changes, modifications, additions and alterations to the Premises during the first twelve (12) months of the Lease Term (collectively, the “Permitted Alterations”). It is understood that, subject to the following provisions of this Article 8, Tenant may (but without obligation to do so) also install and construct infrastructure and telecommunications facilities and equipment in the Premises during such 12-month period, and that the same shall be considered part of Permitted Alterations. With respect to any Permitted Alterations (including, without limitation, under Section 1.3 above) that do not make require Landlord’s or Master Landlord’s consent, Landlord’s consent (and the consent of Master Landlord under the Master Lease) shall still be required for the plans and specifications for the Permitted Alterations, which consent by Landlord shall not be withheld, conditioned or delayed (and Landlord shall cause Master Landlord to not so unreasonably withhold, condition or delay its consent), unless a Design Problem exists, and will be deemed consented to by Landlord (and Master Landlord, as the case may be) unless Landlord (or Master Landlord, as the case may be) denies its consent by written notice to Tenant identifying the Design Problem within ten (10) business days after the date Landlord receives the plans and specifications in question. A “Design Problem” is defined as the applicable Alteration: (i) materially and adversely affecting the Building Structure or Building floor loads; (ii) materially and adversely affecting the Building Systems (or the reasonable industry-standard third-party manufacturer’s specifications for the Building Systems); (iii) unreasonably interfering with any of Master Landlord’s normal and customary business operations at the Building or Project or other tenants’ or occupants” use or enjoyment of their premises, systems and/or equipment, provided that such use and enjoyment is for normal and customary purposes in an office/telecommunications building that do not unreasonably interfere with Tenant’s operations permitted under and conducted in compliance with the TCCs of this Lease; (iv) creating a dangerous or hazardous condition; and/or (v) failing to comply with Applicable Laws or any other provisions of this Lease (including, without limitation, Section 7 of the Summary). Notwithstanding anything to the contrary set forth herein, the existing improvements, alterations, systems and equipment in the Premises shall not be deemed to create a Design Problem if such Design Problem exists as a result of any action by Landlord or Master Landlord on or after the Lease Commencement Date. Additionally, without limiting the foregoing, during the Lease Term (as may be extended), Tenant shall not require Landlord’s or Master Landlord’s consent to (a) repair the Premises or to install, repair, replace, supplement or modify any telecommunications and/or Colocation systems and/or equipment within the Premises, provided such repairs, systems and equipment do not affect the Building Structure and would not result in a Design Problem, or (b) perform non-structural changes, modifications, additions or changes and alterations to the Premises that do not affect the Building Structure or Building Systems and would not result in a Design Problem (collectively, the "ALTERATIONS") without first procuring “Non-Structural Alterations”). Except in connection with Permitted Alterations that do not result in a Design Problem, and except as set forth in the prior written preceding sentence, Landlord’s and Master Landlord’s consent of Landlord shall be required for Tenant to such make alterations to the Premises which affect the Building Structure or the Building Systems (collectively, the “B/S Alterations”), which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) or approval shall not be unreasonably withheld by LandlordLandlord (and Landlord shall cause Master Landlord to not withhold its consent), unless a Design Problem exists. HoweverPermitted Alterations, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or Non-Structural Alterations and B/S Alterations and all other substantial modifications alterations to the Premises by or on behalf of Tenant are sometimes collectively referred to herein as “Alterations”. Notwithstanding anything to the contrary contained in this Article 8, in no event may Tenant make any Alterations (e.g., voice/data cabling1) that would result in a Design Problem unless Landlord (and Master Landlord under the Master Lease), without Landlord's prior consentin its sole and absolute discretion, approves same, (ii2) cosmetic unless Tenant delivers to Landlord and Master Landlord written notice of such proposed Alterations together with the plans and specifications therefor (or any subsequent changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paintthereto) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior notice to the commencement of, such Alterations (so that Landlord but without Landlord's prior consent provided (a) and Master Landlord may determine if a Design Problem exits with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess thereto and/or post notices of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentnon-responsibility), and (c3) unless Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of performs the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of in compliance with this Article 8. With respect to any Alterations requiring Landlord’s and Master Landlord’s consent, and therefore, as used herein, the term "Alterations" if Landlord or Master Landlord does not refer notify Tenant in writing that it is withholding its consent to any tenant improvements installed pursuant proposed Alterations (it being understood that Landlord and Master Landlord may only withhold its respective consent if a Design Problem exists) within ten (10) business days after Tenant’s request, then such party failing to the so notify Tenant Work Letterwithin such ten (10) business day period shall be deemed to have approved such Alterations.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in structural portions or the Premises, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the Building, or . If Landlord reasonably disapproves of any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of respond, in writing, stating the same grounds for such disapproval, within fifteen (15) business days after Landlord's receipt thereof. The construction of Tenant’s request for approval of the initial improvements proposed Alterations. If Landlord fails to respond with its approval or disapproval within fifteen (15) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Alterations Reminder Notice”). Any such Alterations Reminder Notice shall include a complete copy of Tenant’s request for consent (e.g., plans, specifications for such Alteration). If Landlord fails to respond within five (5) business days after receipt of an Alterations Reminder Notice, then Tenant’s Alteration for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days’ notice to Landlord, but without Landlord’s prior consent, to the Premises shall be governed by extent that such Alterations (i) do not affect the terms Building Systems or equipment, (ii) are not visible from the exterior of the Tenant Work Letter and not the terms of this Article 8Building, and therefore(iii) cost less than $150,000.00 for a particular job of work, as used herein, (the term "“Exempt Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter”).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building (collectively, the “Major Alterations”). HoweverNotwithstanding the foregoing, Tenant may make Landlord’s consent shall not be required with respect to any interior Alterations to the Premises which (i) cosmetic changes to the finish work in the Premises, are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentMajor Alterations, (ii) cosmetic changes to the interior of cost less than Fifty Thousand Dollars ($50,000) for any Tenant space within the Building (e.g.1) job, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to do not adversely affect the interior value of the Premises or Building, and (iv) do not require a permit of any kind, as long a (A) Tenant space within the Building (delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Alterations at least ten (10) days prior notice to Landlord but commencement of the work thereof, and (B) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's prior consent provided (a) ’s rules, regulations, and insurance requirements which govern contractors; provided, however, that with respect to the changes described in Subsection 8.1(iii) above onlyAlterations consisting solely of painting and carpeting, such changes do not cost in excess of Two Fifty Thousand Dollar ($50,000) amount shall be deemed increased to One Hundred Thousand Dollars ($2.00100,000) per usable square foot of (the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"“Cosmetic Alterations”). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises and the initial improvements to the Must-Take Space shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises, including, without limitation, during such portion of the Lease Term as Tenant utilizes all or any portion of the Premises for Lab Use, any improvements, alterations, additions or changes to the Lab Premises for purposes of the Lab Use (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions (including, without limitation, the structural integrity of the floor slab) or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding the foregoing, Tenant may make (i) cosmetic changes to shall have the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling)right, without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") ’s consent but upon at least ten (10) business days prior written notice to Landlord but without Landlord's prior consent provided (a) with respect “Tenant’s Cosmetic Alteration Notice”), to make strictly cosmetic, non-structural additions and alterations to the changes described in Subsection 8.1(iiiPremises that meet all of the following conditions: (i) above only, such changes do not cost involve the expenditure of more than $10,000.00 in excess of Two Dollars ($2.00) per usable square foot any one instance or in the aggregate in any given year of the Premises for any one Lease Term; (1ii) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building; (iii) do not affect the Base Building (as defined in Section 8.2 below), including, without limitation, any HVAC, mechanical, electrical, plumbing or Common Areasother Building system; and (iv) do not require a building permit from the applicable governmental authority for the performance thereof (each, a “Cosmetic Alteration”); provided, however, that Tenant shall utilize for the structural aspects performance of any such Cosmetic Alteration only contractors, subcontractors, materials, mechanics and materialmen selected by Tenant from a list provided and approved by Landlord, and, upon Landlord’s request, Tenant shall remove any such Cosmetic Alteration upon the expiration or any earlier termination of the Building, or any Building System or Equipment, and (c) Lease Term. Tenant shall perform such Acceptable Changes have the right to request, as part of Tenant’s Cosmetic Alteration Notice, a determination by Landlord as to whether the subject Cosmetic Alteration will be required to be removed upon the expiration or earlier termination of the Lease Term, in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and event Landlord shall approve or disapprove notify Tenant of such determination within ten (10) business days following Landlord’s receipt of the same within fifteen (15) days after Landlord's receipt thereofapplicable Tenant’s Cosmetic Alteration Notice. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall (1) be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and (2) include (A) a complete set of plans and specifications for the Alterations, including MEP drawings, and (B) a copy of Tenant’s general contractor’s certificate of insurance, evidencing such contractor’s insurance in the amounts required under this Lease of Tenant and the additional insureds named on such insurance, which consent (additional insureds shall be all parties Tenant is required to name as indicated in Section 29.4 below) additional insureds on its insurance policies under this Lease. Landlord shall not be unreasonably withheld by Landlordwithhold, condition or delay its consent to any Alterations. HoweverNotwithstanding the foregoing, Tenant may make (i) strictly cosmetic changes to the finish work in the PremisesPremises (e.g., carpet and paint), without Landlord’s consent, provided that the aggregate cost of any such changes does not requiring exceed $100,000.00 in any twelve (12) month period, and such changes do not require any structural or other substantial modifications to the Premises (e.g.Premises, voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess require the demolition or construction of Two Dollars ($2.00) per usable square foot of demising walls, do not require any changes to, or adversely affect, the Premises for any one (1) jobSystems and Equipment, (b) such Acceptable Changes and do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) . Tenant shall perform give Landlord at least thirty (30) days prior notice of such Acceptable Changes cosmetic changes, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which (i) may affect the structural components of the Building, or the Building’s mechanical, electrical, heating, ventilating, air-conditioning, or life safety systems or the Systems and Equipment, or (ii) are visible from outside the Premises. HoweverNotwithstanding the foregoing, Tenant may make (i) strictly cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises Premises, upon thirty (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (1030) days prior written notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only. Tenant shall pay for all overhead, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot general conditions, fees and other costs and expenses of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter Letter, attached hereto as Exhibit D, and not the terms of this Article 8. Notwithstanding the foregoing to the contrary, Landlord’s prior consent shall not be required with respect to any interior Alterations to the Premises which (a) are not Alterations described in subsections (i) and (ii) above, (b) cost less than Fifteen Thousand Dollars ($15,000) for any one (1) job, and therefore(c) do not require a permit of any kind, as used hereinlong as (1) Tenant delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such Alterations at least (10) days prior to commencement of the term "Alterations" does not refer work thereof, and (2) the other conditions of this Article 8 are satisfied including, without limitation, conforming to any tenant improvements installed pursuant to the Tenant Work LetterLandlord’s rules, regulations and insurance requirements which govern contractors.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) calendar days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided that it shall be deemed reasonable for Landlord to withhold its consent to any Alterations which would or may result in any of the following (collectively, a “Design Problem”): (i) such Alteration would affect the structural components of the Building or adversely affect the Systems and Equipment; (ii) such Alteration would affect any area, or can be seen from any area, outside the Premises or the Building; (iii) such Alteration would not comply with applicable Laws or any other provisions of this Lease; (iv) such Alteration would unreasonably interfere with the normal and customary business operations of other tenants of the Building or Project; or (v) such Alteration would or may cause or create a dangerous or hazardous condition. HoweverLandlord shall notify Tenant of its approval or disapproval of any such Alterations within ten (10) calendar days after receipt of Tenant’s written request therefor; if Landlord fails to notify Tenant of such approval or disapproval and such failure continues for three (3) calendar days after notice of such failure from Tenant, then Landlord shall be deemed to have approved the Alterations so requested by Tenant. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of one and one-half percent (1.5%) of the “hard” construction cost of the Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural interior alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (A) Tenant space within the Building (delivers to Landlord written notice of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Acceptable Changes at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (B) above only, the cost of each such changes do Acceptable Change does not cost in excess of Two exceed Fifty Thousand Dollars ($2.0050,000.00) per usable square foot (but there shall be no cap on the cost of any purely cosmetic or decorative interior non-structural changes made to the Premises [such as, for any one example, painting and carpeting work] which do not require the issuance of a building permit or other governmental approval); (1) job, (bC) such Acceptable Changes do not affect shall be performed by or on behalf of Tenant in compliance with the exterior appearance other provisions of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, this Article 8; and (cD) Tenant shall perform such Acceptable Changes would not result in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofDesign Problem. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the structural components of the Building or the Systems and Equipment or which can be seen from outside the Premises. HoweverNotwithstanding the foregoing, Tenant may make (i) shall not be obligated to receive the written consent of Landlord for interior cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications Alterations to the Premises if said Alterations do not in any way affect the Building’s structure or the Building’s Systems and Equipment, do not exceed the total amount of Twenty-Five Thousand Dollars (e.g.$25,000.00) in the aggregate in any twelve (12)-month period, voice/data cablingand Tenant is not required by applicable law to obtain a permit to perform the Alteration (a “Cosmetic Alteration”), without Landlord's prior consent, (ii) cosmetic changes to the interior of any . Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon shall give Landlord at least ten (10) days prior days’ advance written notice to Landlord but without Landlord's prior consent provided (a) of any such Cosmetic Alteration, which shall be performed in compliance with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) all applicable laws. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the ’s Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of ten percent (10%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations; provided, however, that no supervision fee shall be charged for Cosmetic Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, except for Section 8.4 regarding the term "Alterations" does not refer to any tenant improvements installed pursuant to Wi-Fi Network which shall be a part of the Tenant Work Letterinitial improvements.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However; provided, Tenant however, Landlord may make (i) cosmetic changes to the finish work withhold its consent in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering its sole and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) absolute discretion with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not Alterations that may affect the exterior appearance of the Building or Common Areas, the structural aspects components of the Building, or any Building System or the Systems and Equipment, and (c) or the exterior of the Building. Tenant shall perform such Acceptable Changes in a good pay for all costs and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises Tenant Improvements shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 89. However, and thereforeTenant shall have the right, without Landlord’s consent, to make any Alteration that meets all of the following criteria (a “Cosmetic Alteration”): (a) the Alteration is decorative in nature (such as used hereinpaint, carpet or other wall or floor finishes, movable partitions or other such work); (b) at least ten (10) Business Days prior to commencement of work with respect to such Alteration, Tenant provides Landlord with plans with respect thereto or, if the term "Alterations" Alteration is of such a nature that formal plans will not be prepared for the work, notice thereof; (c) such Alteration does not refer affect the Building’s electrical, mechanical, life safety, plumbing, security, or HVAC systems or any structural components or any part of the Building other than the Premises; (d) the work does not require a building permit or other governmental permit, uses only new materials comparable in quality to those being replaced and is performed in a workmanlike manner and in accordance with all Laws; and (3) the total costs of such Alterations, including architectural and engineering fees, if any, does not exceed One Hundred Eighty Thousand Dollars ($180,000.00) in the aggregate in any tenant improvements installed pursuant to the Tenant Work LetterCalendar Year.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord’s consent but upon twenty (20) days prior notice to Landlord, to make strictly cosmetic, non-structural additions and alterations (“Cosmetic Alterations”) to the Premises that do not (i) involve the expenditure of more than $10,000.00 in the aggregate, (ii) affect the exterior appearance of the Building, or (iii) affect the structural portions of the Building, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, shafts (including elevator shafts), stairs, Project parking facility, stairwells, elevator cabs, plazas, art work, sculptures, washrooms, Building mechanical, electrical and telephone closets, and all Common Areas and public areas (collectively, “Building Structure”) or the Building mechanical, electrical, life safety, plumbing, sprinkler systems and HVAC systems which were not constructed by or for the benefit of Tenant (collectively, the “Building Systems”). Except in connection with Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to At the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior time of such consent, (ii) cosmetic changes to Landlord shall designate those Alterations which Tenant must remove at the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot termination or expiration of the Premises for any one Lease Term, except that all Telco Equipment (1as such term is defined in Section 23.3 hereof) job, (b) such Acceptable Changes do not affect installed by Tenant pursuant to Section 23.3 hereof shall be removed by Tenant at the exterior appearance expiration or termination of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Lease Term unless Landlord otherwise permits Tenant shall perform to allow such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes Alterations to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterremain.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises, the Building or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises or the Building (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent shall be granted or denied within thirty (as indicated in Section 29.4 below30) days after such written request and shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the Base Building or is visible from the exterior of the Building (a “Major Alteration”). HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make Alterations (iincluding removal and rearrangement of Alterations) cosmetic changes following ten (10) business days' notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, which (a) are not Major Alterations, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g.do not require a building permit, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of are reasonably estimated (together with any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but other Alterations performed without Landlord's prior ’s consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1sentence during the 12-month period ending on the date of such notice) to cost less than $[***] (“Permitted Alterations”). Tenant may, Tenant's notice regarding at the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after time Tenant requests Landlord's receipt thereof. The construction of the initial improvements consent to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of any Alterations pursuant to this Article 8, or prior to the commencement of any Permitted Alterations, request that Landlord indicate if Landlord shall require Tenant to remove such Alterations at the end of the Lease Term (and thereforeLandlord's failure to respond to such request shall be deemed Landlord's election to require such removal). If Landlord responds to such request and indicates in writing that any such Alterations do not need to be removed at the end of the Lease Term, such Alterations shall be referred to herein as the "Non-Removable Alterations". The term Alterations as used herein, herein shall expressly include the term "Alterations" does not refer to any tenant improvements installed pursuant to installation of one or more quick charge stations for electric vehicles in the Tenant Work LetterBuilding Parking Area (as defined in Article 28 below).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in structural portions or the Premises, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant may make non- structural changes to the Premises (such non-structural changes to be referred to hereafter collectively as the "Acceptable Changes") without Landlord's prior consent provided (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least fifteen (15) days prior to the commencement thereof, (ii) such Acceptable Changes will not involve the expenditure of more than $20,000.00 in the aggregate during any consecutive 12-month period, (iii) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or the Building systems and equipment of the Premises or Building, and therefore(iv) Tenant obtains and delivers to Landlord prior to commencement of construction of such Acceptable Changes, as used hereinall permits and approvals required by any local, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterstate or federal authorities for such Acceptable Changes.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty twenty (3020) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) . Landlord shall not withhold or delay its consent for any Alterations, unless the making or installation of any Alteration would result in any of the following (collectively, a "DESIGN PROBLEM"), in which event Landlord may withhold its consent in its sole and absolute discretion: (i) such Alteration would or may affect the structural components of the Building, or (B) the Systems and Equipment; (ii) such Alteration would or may affect any area, or can be seen from any area, outside the Premises or the Building; or (iii) such Alteration would not comply with applicable Laws and/or would unreasonably withheld by Landlordinterfere with the normal and customary business operations of other tenants of the Building. HoweverNotwithstanding the foregoing to the contrary, Tenant may make (i) cosmetic changes to the finish work in the Premisesnonstructural interior alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space within the Building Premises (e.g.collectively, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon without Landlord's consent, provided that: (1) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (2) above only, the aggregate cost of all such changes do Acceptable Changes during any twelve (12) consecutive month period does not cost in excess of Two exceed Fifty Thousand Dollars ($2.0050,000.00) per usable square foot (provided, however, this clause (2) shall not apply to Tenant's installation of telephone, computer and telecommunications cabling located entirely within the Premises for any one Premises); (13) job, such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (b4) such Acceptable Changes do not affect require the exterior appearance issuance of the Building a building permit or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and other governmental approval; (c5) Tenant shall perform such Acceptable Changes would not result in a good Tenant Design Problem; and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations 6) such Acceptable Changes shall be provided together with plans performed by qualified contractors and specifications subcontractors which normally and regularly perform similar work in Comparable Buildings. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations. Tenant shall also pay to Landlord a Landlord supervision fee of five percent (5%) of the cost of the Alterations if the Alterations, and Landlord shall approve with respect to any one job, cost under Fifty Thousand Dollars ($50,000), or disapprove three percent (3%) of the same within fifteen (15) days after Landlord's receipt thereof. The construction cost of the initial improvements Alterations if the Alterations, with respect to the Premises any one job, cost Fifty Thousand Dollars ($50,000) or more; provided no such Landlord supervision fee shall be governed charged for Alterations that do not require a permit but, in such case, Tenant shall promptly reimburse Landlord for the costs incurred by the terms Landlord in posting any notices of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letternon-responsibility in connection therewith.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord’s consent, but upon three (3) business days prior written notice to Landlord, to make strictly cosmetic, non-structural additions and alterations to the Premises that do not (i) involve the expenditure of more than Five Dollars ($5.00) per rentable square foot of the Premises occupied by Tenant at the time of such alteration in the aggregate in any twelve (12) month period during the Lease Term, (ii) affect the exterior appearance of the Building or any areas outside the Premises, (iii) affect or impact in any way the Building Structure or Building Systems, or (iv) require the issuance of a building permit (collectively, “Non-Consent Alterations”). Tenant shall also have the right without prior notice at any time to install phone, computer and telecommunications lines and cabling that do not affect the Building Systems and are located entirely within the Premises. Except in connection with Non-Consent Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to the plans, specifications and working drawings for such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld or conditioned by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural Landlord unless a Design Problem exists and shall be granted or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space denied by Landlord within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice business days. A “Design Problem” is defined as, and will be deemed to Landlord but without Landlord's prior consent provided exist if such Alteration will (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building; (b) adversely affect the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and Structure; (c) adversely affect the Building Systems; (d) unreasonably interfere with any other occupant’s normal and customary office operation; or (e) fail to comply with Applicable Laws. Notwithstanding the foregoing, the installation by Tenant of a Wi-Fi Network shall be governed by the terms of Section 8.3 below. If Tenant orders such Alterations from Landlord, Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and in connection with Alterations which will cost in excess of One Hundred Thousand Dollars ($100,000.00), Tenant shall pay to Landlord shall approve or disapprove a Landlord supervision fee of two and one-half percent (2.5%) of the same within fifteen hard costs of the Alterations. If Tenant shall itself make the Alterations, Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a supervision fee of two and one-half percent (152 ½ %) days after Landlord's receipt thereofof the hard cost of any Alterations which will cost in excess of One Hundred Thousand Dollars ($100,000.00). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord's consent but upon five (5) business days' prior notice to Landlord, to make strictly cosmetic, non‑structural additions and alterations ("Cosmetic Alterations") to the Premises that do not (i) require a construction permit, or (ii) cause a Design Problem (as that term is defined in the Tenant Work Letter). Except for Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which constitutes a Design Problem. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior If Landlord disapproves of any Tenant space proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess after receipt of Two Dollars ($2.00) per usable square foot Tenant’s request for approval of the Premises for any one proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (110) jobbusiness days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (b12) such Acceptable Changes do not affect points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWSReminder Notice"). At any time Tenant proposes to make Alterations which require the consent Any such Reminder Notice shall include a complete copy of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations plans and specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant requested Landlord's approval shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after deemed approved by Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Premises or requires other alterations, additions or improvements to the Premises or Common Areas in order to comply with applicable laws (including, without limitation, the Americans with Disabilities Act) or which may adversely affect the LEED rating of the Building. HoweverNotwithstanding the foregoing, Tenant may make (i) cosmetic changes to the finish work in the Premisesstrictly cosmetic, not requiring any non-structural alterations, additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any the Premises (collectively, the “Notice-Only Alterations”) without Landlord’s consent, provided that: (A) Tenant space within the Building (e.g., changes delivers to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior Landlord written notice of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Notice-Only Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (B) above only, the aggregate cost of all such changes do Notice-Only Alterations during any twelve (12) consecutive month period does not cost in excess of Two exceed One Thousand Dollars ($2.00100,000.00); provided, however, that this subclause (B) per usable square foot shall not apply to Tenant’s installation of carpeting or painting of the Premises for any one Premises; (1) job, (bC) such Acceptable Changes Notice-Only Alterations shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (D) such Notice-Only Alterations do not require the issuance of a building permit or other governmental approval; (E) such Notice-Only Alterations (i) do not affect the exterior outside appearance of the Building or Common Areas, the structural aspects of the Building, (ii) are non-structural and do not impair the strength or any Building System or Equipmentstructural integrity of the Building, and (ciii) Tenant shall perform do not affect the mechanical, electrical, HVAC or other systems of the Building; and (F) such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Notice-Only Alterations shall be provided together with plans performed by qualified contractors and specifications for the Alterations, subcontractors which normally and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofregularly perform similar work in Comparable Buildings. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Buildings or is visible from the exterior of the Buildings. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior If Landlord disapproves of any Tenant space proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess after receipt of Two Dollars ($2.00) per usable square foot Tenant’s request for approval of the Premises for any one proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (110) jobbusiness days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (b12) such Acceptable Changes do not affect points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"“Reminder Notice”). At any time Any such Reminder Notice shall include a complete copy of Tenant’s plans and specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations requested Landlord’s approval shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.deemed approved by

Landlord’s Consent to Alterations. Tenant may not make or suffer to be made any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverLandlord may impose, as a condition of its consent to any and all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its reasonable discretion may deem desirable. In the event that Tenant may make (i) cosmetic changes desires to the finish work determine whether or not it shall be responsible for removing any Alteration it proposes to construct or have constructed in the Premises, Tenant shall send a Notice in writing to Landlord, at the time it requests Landlord’s consent to any Alteration, requesting that Landlord inform it whether or not requiring any structural Tenant will have the responsibility for removing the proposed Alteration upon the expiration or other substantial modifications earlier termination of the Lease Term and restoring the Premise to the Premises (e.g., voice/data cabling), without Landlord's condition existing prior consent, (ii) cosmetic changes to the interior installation of any the Alteration, normal wear and tear and damage from casualty excepted. In the event that Landlord responds to Tenant space in writing in the affirmative, or fails to respond to Tenant within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice following Landlord’s receipt of Tenant’s Notice, it shall be deemed that Tenant shall have the obligation to Landlord but without Landlord's prior consent provided (a) with respect remove the proposed Alteration upon the expiration or earlier termination of the Lease Term and to restore the Premise to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot condition existing prior to the installation of the Premises for any one (1) jobAlteration, (b) such Acceptable Changes do normal wear and tear and damage from casualty excepted. In the event that Tenant fails to timely request that Landlord notify it whether or not affect the exterior appearance Tenant shall have the obligation to remove the proposed Alteration upon the expiration or earlier termination of the Building or Common AreasLease Term, Landlord may make such determination at the structural aspects end of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofLease Term. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall be permitted to make alterations to the Premises throughout the Lease Term which (i) do not affect the Base Building (including, without limitation, any structural elements of the Building) and (ii) do not affect any Base Building systems (including, without limitation, any mechanical, plumbing, electrical or HVAC systems serving the Building), and therefore(iii) are not visible from the exterior of the Premises, as used hereinand (iv) do not require a building permit or other governmental approvals, without Landlord’s prior written consent (hereinafter, “Tenant’s Alterations”), in accordance with the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterterms and provisions of Section 8.6, below.

Landlord’s Consent to Alterations. Tenant may not may, without the need to --------------------------------- obtain the consent or approval of Landlord, make any improvements, alterations, additions or changes to the Premises the cost of which does not exceed $30,000.00 (exclusive of wall or floor coverings) in the aggregate (collectively, the "ALTERATIONSAlterations") desired by Tenant which do not create a Design Problem, by providing Landlord with written notice not less than six (6) business days prior to the commencement thereof. For purposes of this Lease, "Design Problem" shall mean any alteration, repair, modification, or improvement by Tenant which (a) materially or adversely affects the Building Systems or Building Structure, (b) is not in compliance with applicable laws, or (c) affects the exterior appearance of the Building. Tenant may not make any Alteration which may create a Design Problem (collectively, "Consent Alterations"), without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to Landlord and shall state whether the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to consent alterations must be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot removed on termination of the Premises for any one (1) job, (b) such Acceptable Changes do not affect Lease; provided if the exterior appearance of Design Problem materially or adversely affects the Building or Common Areas, the structural aspects of the Building, or any Building System or EquipmentBuilding Structure, then Landlord may condition its consent upon Tenant assuring that the proposed Alteration complies with applicable Laws and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance complies with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS")other conditions that Landlord may reasonably require of Tenant. At any time In the event Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1a Consent Alteration, Tenant's notice regarding the proposed Alterations Alteration shall be provided together with include the plans and specifications for the Alterations, and . Landlord shall approve grant or disapprove withhold its consent to any Consent Alterations within ten (10) business days of the same receipt of Tenant's notice; Landlord's failure to respond within fifteen three (153) business days after receipt by Landlord of a second notice given after such ten (10) business day period shall be deemed to evidence Landlord's receipt thereof. The construction of the initial improvements approval with respect to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Lettersame.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) which shall not be unreasonably withheld by withheld, conditioned or delayed (and Landlord's failure to respond within seven (7) business days to a request for approval shall, if such failure continues for an additional two (2) business days after Tenant' second request, be deemed approval); provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the structural components of the Building or the Systems and Equipment or which can be seen from outside the Premises ("Prohibited Alterations"). HoweverNotwithstanding the foregoing to the contrary, Tenant may make Landlord's prior consent shall not be required with respect to any interior Alterations to the office portion of the Premises which (i) are cosmetic changes to the finish work in the Premises, nature and are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentProhibited Alterations, (ii) cosmetic changes to the interior of cost less than One Hundred Thousand Dollars ($100,000.00) for any Tenant space within the Building one (e.g.1) job, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior do not require a permit of any kind, as long as (A) Tenant space within the Building (delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot commencement of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentwork thereof, and (cB) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's rules, regulations and insurance requirements which 843078.08/SD374622-00033/8-4-16/MLT/dek -22- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] govern contractors. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of three percent (3%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof. Landlord shall notify Tenant of its approval or disapproval of any such Alterations within fifteen (15) business days after receipt of Tenant’s written request therefor; if Landlord fails to notify Tenant of such approval or disapproval and such failure continues for five (5) days after notice of such failure from Tenant, then Landlord shall be deemed to have approved the Alterations so requested by Tenant. Landlord shall not withhold its consent for any Alterations, unless the making or installation of any Alteration would or may result in any of the following (collectively, a “Design Problem”), in which event Landlord may withhold its consent in its sole and absolute discretion: (i) such Alteration would or may affect the structural components of the Building or the Systems and Equipment; (ii) such Alteration would or may affect any area, or can be seen from any area, outside the Premises or the Building; (iii) such Alteration would not comply with applicable Laws or any other provisions of this Lease; (iv) such Alteration would or may unreasonably interfere with the normal and customary business operations of other tenants of the Building or Project; (v) such Alteration would or may cause permanent damage or injury to any portion of the Project; or (vi) such Alteration would or may cause or create a dangerous or hazardous condition. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and which consent shall pay to Landlord a Landlord supervision fee of three and one-half percent (as indicated 3.5%) of the cost of the Alterations. Notwithstanding anything to the contrary contained in this Section 29.4 below) shall not be unreasonably withheld by Landlord. However8.1, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural interior alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (A) Tenant space within the Building (delivers to Landlord written notice of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Acceptable Changes at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (B) above only, the aggregate cost of all such changes do Acceptable Changes during any twelve (12) consecutive month period does not cost in excess of Two exceed Three Hundred Thousand Dollars ($2.00300,000.00); (C) per usable square foot such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the Premises for any one other provisions of this Article 8; (1) job, (bD) such Acceptable Changes do not affect require the exterior appearance issuance of the Building a building permit or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and other governmental approval; (cE) Tenant shall perform such Acceptable Changes would not result in a good Design Problem; and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations F) such Acceptable Changes shall be provided together with plans performed by qualified contractors and specifications for the Alterations, subcontractors which normally and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofregularly perform similar work in Comparable Buildings. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty twenty (3020) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which would (a) violate any applicable Law, (b) adversely affect (in the reasonable discretion of Landlord) or require any modification to Tenant's Building Systems or the Base Building or void any warranty on any Tenant's Building Systems or Base Building component or design, or (c) affect the (1) exterior appearance of the Project, (2) appearance of the Common Areas, (3) quiet enjoyment of other tenants or occupants of the Project, or (4) provision of services to other occupants of the Project. HoweverTo the extent that Landlord grants Tenant the right to use areas within the Project, Tenant may make (i) cosmetic changes whether pursuant to the finish work terms of this Lease or through plans and specifications subsequently approved by Landlord (and without implying that Landlord shall grant any such approvals), (A) in no event may Tenant use more than Tenant's Share of the Premises, not requiring any structural areas within the Building or other substantial modifications to utility capacity made available by Landlord for general tenant usage for Tenant's installations and operations in the Premises (e.g.including chilled water, voice/data cablingelectricity, telecommunications room space, electrical room space, plenum space and riser space), and (B) Tenant shall comply with the provisions of this Section with respect to all such items, including Tenant's Off-Premises Equipment. All Alterations shall be constructed in accordance with any plans and specifications approved by Landlord, and shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord's consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord's acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days' notice to Landlord, but without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within extent that such Alterations do not (i) adversely affect the Building (e.g.Structure, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above onlyBuilding Systems, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) jobTenant's Building Systems, (b) such Acceptable Changes do not affect or the exterior appearance of the Building or Common AreasBuilding, (ii) adversely affect the structural aspects value of the Premises or Building, (iii) fail to comply with applicable Laws or any Building System cause another portion of the Project to fail to comply with applicable Laws, or Equipment, (iv) cost more than One Hundred Thousand and 00/100 Dollars (c$100,000.00) Tenant shall perform such Acceptable Changes in for a good particular job of work per Lease Year and workmanlike manner do not exceed more than Seven Hundred Thousand and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations 00/100 Dollars (collectively, $700,000.00) throughout the entire Lease Term (the "APPLICABLE LAWSCosmetic Alterations"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, except as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterotherwise set forth in Section 8.5 below.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (i10) cosmetic changes business days' notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, (ii) cosmetic changes to the interior extent that such Alterations are decorative only (i.e., installation of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot carpeting or painting of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"Premises). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. For Specialty Alterations (as defined below) Landlord will notify Tenant at the time Tenant’s plans for such work are approved of whether Landlord will require removal of all or any portion of the Specialty Alteration at the expiration of the term. For Alterations that are decorative or cosmetic Alterations and for any Alterations that Tenant may install without Landlord’s consent, Landlord will notify Tenant at the expiration of the term if Landlord will require removal; provided, however, Tenant may request at the time it notifies Landlord of any decorative or cosmetic Alterations that Landlord notify Tenant whether such decorative or cosmetic Alterations are to be removed and, in such event, Landlord shall inform Tenant of the same within five (5) days of Tenant’s request. At least one hundred eighty (180) days prior to the expiration of the Term either Landlord or Tenant may request, in a written notice to the other, a walk-through of the Premises at which time Landlord may (i) notify Tenant in writing of the requirement to remove Alterations with respect to those Alterations which Landlord has not previously identified as not a required removable, and therefore(ii) reverse, as used hereinin a written notice to Tenant, the term "Alterations" does not refer any prior decision to any tenant improvements installed pursuant to the Tenant Work Letterremove a Specialty Alteration in favor of leaving it in place.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld or conditioned by Landlord. However, Tenant may make provided Landlord shall only withhold its consent to any Alteration which would (i) cosmetic changes to the finish work in the Premises, not requiring violate any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentApplicable Laws, (ii) cosmetic changes adversely affect (in the reasonable discretion of Landlord) or require any modification to the interior of Base Building or void any Tenant space within the warranty on any Base Building (e.g.component or design, changes to the carpet, wallcovering and paint) and or (iii) nonstructural changes to affect (in the interior sole discretion of any Tenant space within Landlord) the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect exterior appearance of the Project (other than Tenant’s Signage, the approval of which is subject to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess TCCs of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) jobSection 23.4.4 below), (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects (c) quiet enjoyment of other tenants or occupants of the BuildingProject (other than to a de minimis extent), or (d) provision of services to other occupants of the Project (any such Alteration or Tenant Improvement described in items (i) through (iii) above shall be deemed to contain a “Design Problem”). Landlord shall respond to Tenant’s request for Landlord’s consent to an Alteration within five (5) business days. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following five (5) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations do not (I) cause a Design Problem, or (II) cost more than $250,000.00 (any such Alterations are “Cosmetic Alterations”). To the extent that Landlord grants Tenant the right to use areas within the Project, whether pursuant to the terms of this Lease or through plans and specifications subsequently approved by Landlord (and without implying that Landlord shall grant any such approvals), (A) in no event may Tenant use more than Tenant’s Share of the areas within the Building System or Equipmentutility capacity made available by Landlord for general tenant usage for Tenant’s installations and operations in the Premises (including chilled water, electricity, telecommunications room space, electrical room space, plenum space and riser space), and (cB) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance comply with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent provisions of Landlord pursuant to this Section 8.1with respect to all such items, including Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof’s Off-Premises Equipment. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, except for the applicable terms of this Section 8.1 above and thereforeSection 8.5 below, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant which shall apply to the Tenant Work LetterImprovements as set forth therein.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the " XE "ALTERATIONSAlterations" Alterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned, or delayed by Landlord, provided it shall DOCPROPERTY "Document number" 4884-2045-4146. HoweverDOCPROPERTY "Document version" 4 DOCPROPERTY "Client" 186772. DOCPROPERTY "Matter" 00003/ SAVEDATE \@ M-d-yy 3-21-23/ DOCPROPERTY "User Init" mem/ DOCPROPERTY "Typist Init" ejs DOCPROPERTY "Footer Notes" HEALTHPEAK[Towers at Sierra Point][Tempest Therapeutics, Inc.] be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (i10) cosmetic changes business days’ notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, to the extent that such Alterations (i) do not affect the building systems or equipment, (ii) cosmetic changes to are not visible from the interior exterior of any Tenant space within the Building (e.g.Building, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior (A) are decorative only (i.e., installation of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot carpeting or painting of the Premises Premises) or (B) cost less than $50,000.00 for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance a particular job of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofwork. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However; provided, Tenant however, Landlord may make (i) cosmetic changes to the finish work withhold its consent in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering its sole and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) absolute discretion with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not Alterations which may affect the exterior appearance structural components of the Building or Common Areas, the structural aspects of Systems and Equipment or which can be seen from outside the Building, or any Building System or Equipment, and (c) Premises. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and for Alterations which require a permit, shall pay to Landlord shall approve or disapprove a Landlord supervision fee of three percent (3%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing to the contrary, Tenant may, at its sole cost and thereforeexpense and without Landlord’s written consent, as used hereinperform interior, non-structural alterations or additions to the term "Alterations" Premises provided such alterations or additions do not affect the structural components of the Building or Systems and Equipment or require any permit or roof penetrations and the cost of which does not refer exceed $75,000 in the aggregate over a 12 month period (the “Permitted Alterations”). Tenant shall first notify Landlord at least fifteen (15) days prior to commencing any tenant improvements installed pursuant to Permitted Alterations so that Landlord may post a Notice of Non-Responsibility on the Tenant Work LetterPremises.

Landlord’s Consent to Alterations. After completion of Tenant’s Work, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in structural portions or the Premises, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises Premises, including Tenant’s Work, shall be governed by the terms of the Tenant Work Letter and Article 2 and not the terms of this Article 8. Notwithstanding the above provisions, Tenant shall be entitled to construct and install an internal staircase between the 3rd Floor Premises and the 4th Floor Premises without Landlord’s prior written consent but subject to Landlord’s approval of the plans and specifications and working drawings, and thereforesubject to the requirements set forth in Sections 8.2, 8.3 and 8.4 below. Furthermore, in the event that Tenant does in fact install such internal staircase, then Tenant agrees to remove same and repair all damages resulting therefrom so as to place the 3rd Floor Premises and the 4th Floor Premises into the same condition as they existing prior to the installation of such staircase upon the expiration of the Term or earlier termination of the Lease other than with regard to a termination resulting from a casualty, condemnation, or Landlord’s default. Landlord shall not charge Tenant with any review or oversight fees in connection with its review and approval of Tenant’s plans and specifications relating to said staircase. From time to time during the Lease Term after completion of Tenant’s Work, Tenant may, at its own expense and after giving Landlord written notice of its intention to do so, make Alterations, in and to the non-structural, non-mechanical portions of the interior of the Premises as it may find necessary or convenient for its purposes, provided that the value of the Premises is not thereby diminished, and provided further, that no Alterations costing in excess of One Hundred Thousand Dollars ($100,000.00) in the aggregate in any twelve (12) consecutive month period may be made without first obtaining Landlord’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned. In addition, no Alterations shall be made to any structural portions of the Premises, mechanical systems, or to the exterior of the Premises, including without limitation, the exterior walls or roof of the Premises, nor shall Tenant erect any mezzanine, unless and until the written consent and approval of Landlord shall have first been obtained, which approval may be given or withheld in Landlord’s reasonable discretion. Notwithstanding any other provisions of this Lease to the contrary, Tenant shall be permitted to reuse the existing mast on the roof for mounting antenna/telecommunication purposes as well as existing conduits required from the roof to Tenant’s Premises and to the Building’s low voltage riser room, as used hereinrequired per Tenant’s installation of Tenant’s data and communication system. Tenant shall also be allowed access, the term "Alterations" does at reasonable times and upon not refer less than twenty-four (24) hours’ notice to any tenant improvements installed pursuant Landlord, to the Building’s common data/telecom room as needed for installation and maintenance of Tenant’s communication system. Tenant’s use of the existing equipment will be at Tenant’s sole cost and expense, and on an “AS-IS” basis, without any warranty or representation by Landlord. Tenant Work Letterwill be entitled to reasonable access to the roof upon not less than twenty-four (24) hours’ prior written notice to Landlord for purposes of maintaining the above-described equipment. All Alterations shall be done in a good and workmanlike manner, in compliance with all Applicable Laws and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any changes involving or affecting the Base Building mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant provided Landlord may make (i) cosmetic changes withhold its consent in its sole discretion to any Alteration which involves or affects the finish work in structural portions or the Premises, not requiring any structural Base Building systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the Building, . Landlord reserves the right to change the Building Standard specifications or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any substitute specifications of substantially similar quality from time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereoftime. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary set forth herein, Tenant shall have the right to make interior, non-structural alterations not affecting the Building’s mechanical, electrical, life safety, utility or telecommunications systems and costing not more than Fifty Thousand Dollars ($50,000.00) in the aggregate in any calendar year without Landlord’s prior consent but only after at least ten (10) days’ prior written notice thereof shall have been given to Landlord in each instance, and therefore, as used herein, subject to Tenant providing Landlord upon request with updated plans for the term "Alterations" does not refer Premises if any have been prepared in connection with the applicable work. Tenant shall have no requirement to any tenant improvements installed pursuant remove the initial Tenant Improvements at the expiration of the Lease Term except to the Tenant Work Letterextent provided in Section 29.31 of this Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (i10) cosmetic changes business days notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, to the extent that such Alterations (i) do not, in the aggregate, exceed a cost of $50,000.00 per Alteration, and (ii) cosmetic changes to the interior of any Tenant space within do not adversely affect the Building (e.g.systems, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect Structure or the exterior appearance of the Building or Common Areas, (the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWSCOSMETIC ALTERATIONS"). At any time Tenant proposes to make Alterations which require For purposes of determining the consent cost of Landlord pursuant to this Section 8.1an Alteration, Tenant's notice regarding the proposed Alterations work done in phases or stages shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove considered part of the same within fifteen (15) days after Landlord's receipt thereofAlteration, and any Alteration shall be deemed to include all trades and materials involved in accomplishing a particular result. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary in this Article 8, Landlord's consent shall not be required (but Tenant shall provide Landlord with at least ten (10) days prior notice for any such installation costing, in the aggregate, more than $25,000.00) for the installation or modification of trade fixtures, furniture and trade equipment which (A) do not require a permit, and therefore(B) may be removed from the Premises without injury thereto (including, as used hereinwithout limitation, the term demountable partitions, refrigerators and other kitchen appliances, computer racking and similar demountable fixtures) (collectively, "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work LetterTRADE FIXTURES").

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof. Landlord shall not unreasonably withhold or delay its consent for any Alterations, except that Landlord may withhold its consent, in its sole and absolute discretion, with respect to such Alterations which (i) are located on the roof of the Building(s) (including any telecommunications and/or other equipment thereon), (ii) can be seen from outside the Premises or either of the Buildings, and/or (iii) are likely to have an adverse effect on the structural components or Systems and Equipment of the Buildings. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of two percent (2%) of the cost of the Alterations excluding any of Tenant's movable fixtures and equipment which consent (as indicated are not affixed to the Premises. The supervision fee described in the immediately preceding sentence shall also apply to the initial build-out by or for Tenant of any First Offer Space and/or FHS Expansion Space leased by Tenant pursuant to this Lease. Notwithstanding anything to the contrary contained in this Section 29.4 below) shall not be unreasonably withheld by Landlord. However8.1, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural interior alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space within the Building Premises (e.g.collectively, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon without Landlord's consent, provided that: (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (ii) above only, the aggregate cost of all such changes do Acceptable Changes during any twelve (12) consecutive month period does not cost in excess of Two exceed One Hundred Fifty Thousand Dollars ($2.00150,000.00); (iii) per usable square foot such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the Premises for any one other provisions of this Article 8; (1iv) job, such Acceptable Changes do not require the issuance of a building permit or other governmental approval; (bv) such Acceptable Changes do not affect any Systems and Equipment or the exterior appearance ground floor lobby areas of the Building or Common Areas, the structural aspects of the Building, or any Building System or EquipmentBuildings, and cannot be seen from outside the Premises; and (cvi) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans performed by qualified contractors and specifications for the Alterations, subcontractors which normally and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofregularly perform similar work in Comparable Buildings. The construction of the initial improvements to the Premises (and the Landlord supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes Subject to compliance with the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms provisions of this Article 8, Tenant shall have the right to perform Alterations to the Premises necessary for Tenant’s initial occupancy of the Premises, including performing electrical work for connecting Tenant’s workstations (the “Initial Alterations”). In connection therewith, Tenant shall be entitled to a one-time improvement allowance (the “Alterations Allowance”) in an amount up to $75,510.00 (based upon $10.00 per rentable square foot of the Premises) for costs that Tenant actually incurs in connection with the design and thereforeconstruction of the Initial Alterations. Landlord shall reimburse Tenant in an amount equal to the lesser of (i) the Alterations Allowance, as used hereinand (ii) the costs actually incurred and paid by Tenant for the Initial Alterations within thirty (30) days after Landlord’s receipt of invoices evidencing such costs and unconditional lien releases from all contractors and subcontractors performing the Initial Alterations; however, Landlord shall have no obligation to pay the term "Alterations" Alterations Allowance if Landlord does not refer to any tenant improvements installed pursuant to receive such invoices and lien releases on or before the Tenant Work Letterdate that is three (3) months after the Lease Commencement Date.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverTenant shall have the right, subject to Landlord’s reasonable written consent, to select Tenant’s architect relative to any Alterations. Notwithstanding the foregoing, Tenant may shall be permitted to make Alterations in the Premises following ten (10) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations (i) cosmetic changes to do not affect the finish work in the PremisesBuilding structure, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentequipment, (ii) cosmetic changes to are not visible from the interior exterior of any Tenant space within the Building (e.g.Building, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes cost less than $50,000.00 for a particular job of work. Prior to commencing any Alterations affecting air distribution or disbursement from ventilation systems serving Tenant or the interior Building, including without limitation the installation of any Tenant’s exhaust systems, Tenant space within shall provide Landlord with a third party report from a consultant, and in a form reasonably acceptable to Landlord, showing that such work will not adversely affect the ventilation systems or air quality of the Building (or of any other tenant in the Building) and shall, upon completion of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice work, provide Landlord with a certification reasonably satisfactory to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, from such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) consultant confirming that no such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform adverse effects have resulted from such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterwork.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building or makes the Premises less valuable or marketable in the Landlord’s reasonable judgment. HoweverNotwithstanding any provision to the contrary contained in this Lease, NO GLUE OR ADHESIVE SHALL BE APPLIED TO ANY FINISHED CONCRETE FLOOR LOCATED WITHIN THE PREMISES. Tenant shall not without Landlord’s written permission, install any work of art whose removal is subject to any government or regulatory approval or restriction. TENANT SHOULD EXAMINE THE FLOOR PLAN IN EXHIBIT A FOR ACCURACY AS TENANT SHALL BE HELD RESPONSIBLE FOR ANY ALTERATIONS FROM SUCH FLOOR PLAN MADE WITHOUT LANDLORD PRIOR WRITTEN CONSENT. Notwithstanding the foregoing to the contrary, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant space within the Building (e.g., changes delivers to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior Landlord written notice of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Acceptable Changes at least ten (10) business days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof, (ii) above only, such changes the cost of all Acceptable Changes do not in the aggregate exceed $25,000.00 in any consecutive twelve (12) month period (but there shall be no cap on the cost in excess of Two Dollars ($2.00) per usable square foot of any purely cosmetic or decorative interior non-structural changes made to the Premises [such as, for any one (1) jobexample, painting and carpeting work]), (biii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8, (iv) such Acceptable Changes do not affect require the exterior appearance issuance of the Building a building permit or Common Areasother governmental approval, the structural aspects of the Building, or any Building System or Equipment(v) such Acceptable Changes are not Unauthorized Alterations (as defined below), and (cvi) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans performed by qualified contractors and specifications for subcontractors which normally and regularly perform similar work in the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work LetterComparable Buildings.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Such consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and Landlord shall not withhold, condition or delay its consent for any Alterations except with respect to Alterations which consent (i) do not comply with applicable laws, (ii) materially and adversely affect the Systems and Equipment or the structural aspects of the Building or Retail Area, (iii) can be seen from outside the Premises, (iv) unreasonably interfere with another tenant’s use of such tenant’s premises for normal business office purposes, and/or (v) do not use materials that are equal to or better than Building standard materials (each, a “Design Problem”). Notwithstanding the foregoing, with respect to any Alterations installed after the Lease Commencement Date that (A) create a Design Problem described in clause (iii) hereinabove and (B) are other than walls not aligned with existing columns or mullions, Landlord shall act reasonably and in good faith based upon standards generally employed by Comparable Landlords (as indicated in Section 29.4 defined below) shall not be unreasonably withheld by Landlordfor comparable retail projects. HoweverFurther notwithstanding the foregoing, Tenant may make (i) cosmetic changes to the finish work in the Premisesstrictly cosmetic, not requiring any non-structural alterations, additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space within the Building Premises (e.g.collectively, changes to the carpet, wallcovering and paint“Cosmetic Alterations”) and (iii) nonstructural changes to the interior without Landlord’s consent or payment of any supervision fee, provided that: (a) Tenant space within the Building (delivers to Landlord written notice of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Cosmetic Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, commencement thereof; (b) such Acceptable Changes do not affect Cosmetic Alterations shall be performed by or on behalf of Tenant in compliance with the exterior appearance other provisions of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and this Article 8; (c) Tenant shall perform such Acceptable Changes Cosmetic Alterations do not require the issuance of a building permit or other governmental approval; (d) such Cosmetic Alterations would not result in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations Design Problem; (collectively, "APPLICABLE LAWS")e) such Cosmetic Alterations do not exceed $75,000 per project. At any Any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1other than Cosmetic Alterations, Tenant's ’s notice regarding the proposed Alterations shall be provided together with the plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen ten (1510) business days after its receipt of the same in accordance with the standard for consent set forth hereinabove. In the event that Landlord shall fail to notify Tenant in writing of its approval or disapproval of a proposed Alteration within such ten (10) business day period, Landlord shall be deemed to have approved such Alteration. In the event that Landlord shall disapprove of a proposed Alteration because the same contains a Design Problem, Landlord shall notify Tenant of ifs the specific Design Problem which is the reason for such disapproval and Tenant shall have the right to resubmit for Landlord's receipt thereof’s approval modified plans and specifications to address Landlord’s reasons for disapproval to eliminate such Design Problem. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord's consent but upon five (5) business days' prior notice to Landlord, to make strictly cosmetic, non‑structural additions and alterations ("Cosmetic Alterations") to the Premises that do not (i) require a construction permit, or (ii) cause a Design Problem (as that term is defined in the Tenant Work Letter). Except for Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which constitutes a Design Problem. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior If Landlord disapproves of any Tenant space proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess after receipt of Two Dollars ($2.00) per usable square foot Tenant’s request for approval of the Premises for any one proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (110) jobbusiness days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (b12) such Acceptable Changes do not affect points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWSReminder Notice"). At any time Tenant proposes to make Alterations which require the consent Any such Reminder Notice shall include a complete copy of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations plans and specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant requested Landlord's approval shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after deemed approved by Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -23- CXXXXXX HIGHLINE 1173, and therefore1167 & 1000 Xxxxxxx Xxxxxx Roku, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.Inc.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Premises or requires other alterations, additions or improvements to the Premises or Common Areas in order to comply with applicable laws (including, without limitation, the Americans with Disabilities Act) or which may adversely affect the LEED rating of the Building. HoweverNotwithstanding the foregoing, Tenant may make (i) cosmetic changes to the finish work in the Premisesstrictly cosmetic, not requiring any non-structural alterations, additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any the Premises (collectively, the “Notice-Only Alterations”) without Landlord’s consent, provided that: (A) Tenant space within the Building (e.g., changes delivers to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior Landlord written notice of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Notice- Only Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (B) above only, the aggregate cost of all such changes do Notice-Only Alterations during any twelve (12) consecutive month period does not cost in excess of Two exceed One Thousand Dollars ($2.00100,000.00); provided, however, that this subclause (B) per usable square foot shall not apply to Tenant’s installation of carpeting or painting of the Premises for any one Premises; (1) job, (bC) such Acceptable Changes Notice-Only Alterations shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8; (D) such Notice-Only Alterations do not require the issuance of a building permit or other governmental approval; (E) such Notice-Only Alterations (i) do not affect the exterior outside appearance of the Building or Common Areas, the structural aspects of the Building, (ii) are non-structural and do not impair the strength or any Building System or Equipmentstructural integrity of the Building, and (ciii) Tenant shall perform do not affect the mechanical, electrical, HVAC or other systems of the Building; and (F) such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Notice-Only Alterations shall be provided together with plans performed by qualified contractors and specifications for the Alterations, subcontractors which normally and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofregularly perform similar work in Comparable Buildings. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the Building Structure portions or the Building Systems or is visible from the exterior of the Building. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior If Landlord disapproves of any Tenant space proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior after receipt of Tenant’s request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Reminder Notice”). Any such Reminder Notice shall include a complete copy of Tenant’s plans and specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant requested Landlord’s approval shall be deemed approved by Landlord. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days’ notice to Landlord Landlord, but without Landlord's ’s prior consent provided (a) with respect consent, to the changes described in Subsection 8.1(iii) above only, extent that such changes Alterations do not cost in excess of Two Dollars ($2.00i) per usable square foot of adversely affect the Premises for any one (1) jobBuilding Systems or Building Structure, (b) such Acceptable Changes do not affect or effect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, (ii) cost more than Two Hundred Fifty Thousand and 00/100 Dollars (c$250,000.00) Tenant shall perform such Acceptable Changes in for a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations particular job of work (collectively, "APPLICABLE LAWS"the “Cosmetic Alterations”). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make or suffer to be made any improvements, alterations, additions additions, changes, or changes repairs (pursuant to Article 7 or otherwise) to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the Building Structure or Building Systems or equipment, or is visible from the exterior of the Building (each, a “Material Alteration” and, collectively, “Material Alterations”). HoweverLandlord may impose, Tenant may make (i) cosmetic changes as a condition of its consent to any and all Alterations or repairs of the finish work in Premises or about the Premises, not requiring any structural or other substantial modifications to the Premises (e.g.reasonable requirements, voice/data cabling), without provided that such requirements may be imposed in Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described ’s sole discretion in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance connection with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofMaterial Alteration. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary set forth in this Article 8, Landlord expressly agrees that if at any time during the Lease Term the Premises shall be located on two (2) or more contiguous floors in the Building, Tenant shall have the right, subject to Landlord’s prior written approval of Tenant’s plans and specifications, and thereforesubject to all Applicable Laws and the remaining provisions of this Article 8 and this Lease, as used herein, to construct an internal stairwell between such contiguous floors of the term "Alterations" does not refer to Premises. In the event that any tenant improvements installed pursuant modifications to the Building Structure or Building Systems are required by Applicable Law as a result of Tenant’s installation and construction of any internal stairwell as provided in this Section 8.1, such costs and expenses shall be the sole responsibility of Tenant. Within thirty (30) days following the expiration or earlier termination of this Lease, Tenant Work Lettershall reimburse Landlord for all reasonable costs of removing any such internal stairwell and repairing any damage caused by such removal unless Landlord has, on or before the expiration or earlier termination of this Lease, entered into a lease with a succeeding tenant for the then-existing Premises, and such tenant elects to use such internal stairwell and agrees in writing to reimburse Landlord for the cost of removing the stairwell and repairing any damage caused by such removal upon the expiration or earlier termination of such succeeding tenant’s lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof. Landlord shall notify Tenant of Landlord’s approval or disapproval of any such Alterations within ten (10) business days after receipt of Tenant’s written request therefor; if Landlord fails to notify Tenant of such approval or disapproval within such 10-business day period and such failure continues for five (5) business days after notice of such failure from Tenant, then Landlord shall be deemed to have approved the Alterations so requested by Tenant. Landlord shall not unreasonably withhold or condition its consent for any Alterations unless the making or installation of any Alteration would or may result in any of the following (collectively, a “Design Problem”), in which event Landlord may withhold its consent, in its sole and absolute discretion, with respect to such Alterations which (i) affect any area, or which are readily visible from any area, outside the Premises or the Building, and/or (ii) affect the structural components of the Building, or adversely affect the Systems and Equipment of the Building and/or the non-structural components of the Base, Shell and Core; provided, however, a Design Problem shall not include the coring of the concrete floor slabs of the conference rooms of the Premises to install cabling, wiring, conduits, and which consent other improvements therein as reasonably necessary for the use and operation thereof (collectively, the “Coring Work”), and as indicated in Section 29.4 below) such, Landlord shall not be unreasonably withheld withhold or condition its consent to any such Coring Work. Tenant shall pay for all costs and expenses of the Alterations and shall reimburse Landlord for any costs and expenses incurred by LandlordLandlord in connection with such Alterations (including, without limitation, any architects’ and engineering fees and costs incurred by Landlord in connection with the review and approval of Tenant’s plans and specifications) and pay to Landlord a construction supervision fee equal to two percent (2%) of the costs of such Alterations. HoweverNotwithstanding anything to the contrary contained in this Section 8.1, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural interior alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (A) Tenant space within the Building (delivers to Landlord written notice of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Acceptable Changes at least ten (10) business days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (B) above only, the aggregate cost of all such changes do Acceptable Changes does not cost in excess of exceed Two Hundred Thousand Dollars ($2.00200,000.00) per usable square foot in each instance; (C) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the Premises for any one other provisions of this Article 8; (1) job, (bD) such Acceptable Changes do not affect require the exterior appearance issuance of the Building a building permit or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and other governmental approval; (cE) Tenant shall perform such Acceptable Changes do not result in a good Design Problem; and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations F) such Acceptable Changes shall be provided together with plans performed by qualified contractors and specifications for subcontractors which normally and regularly perform similar work in the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofComparable Buildings. The construction of the initial improvements Tenant Improvements to the Premises (and Landlord’s supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the structural components of the Building or the Systems and Equipment, or which can be seen from outside the Premises, or which, in Landlord’s sole but good faith discretion, lessen the value of the Building or which are not consistent with typical alterations made by institutional tenants of first-class biotechnology projects in the general vicinity of the Project ("Prohibited Alterations"). Notwithstanding the foregoing to the contrary, prior consent shall not be required with respect to painting in the interior of the Premises. In addition, Landlord. However, Tenant may make 's prior consent shall not be required for Alterations which (i) cosmetic changes to are non-structural and do not affect any Building Systems, (ii) affect only the finish work Premises and are not visible from outside of the Premises or the Building, (iii) do not require a building permit, conditional use permit, variance, waiver or other relief from any applicable Requirement, (iv) do not affect the fixed laboratory benches or fume hoods in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentv) comply in all respects with all applicable Requirements, (iivi) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) are not Prohibited Alterations and (iiivii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of less than Two Hundred Fifty Thousand Dollars ($2.00250,000.00) per usable square foot of the Premises for any one (1) jobjob ("Permitted Alterations"), (b) so long as Tenant provides Landlord with prior written notice of such Acceptable Changes do not affect proposed Permitted Alterations and so long as the exterior appearance other conditions of the Building or Common Areasthis Article 8 are satisfied including, the structural aspects of the Buildingwithout limitation, or any Building System or Equipmentconforming to Landlord's established rules, regulations and (c) insurance requirements which govern contractors. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of three percent (3%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However; provided, Tenant however, Landlord may make (i) cosmetic changes to the finish work withhold its consent in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering its sole and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) absolute discretion with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not Alterations which may affect the exterior appearance structural components of the Building or Common Areas, the structural aspects of Systems and Equipment or which can be seen from outside the Building, or any Building System or Equipment, and (c) Premises. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of five percent (5%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations if the Alterations exceed $20,000. The construction of the initial improvements to the Premises Tenant Improvements shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant agrees not to employ any person, entity or contractor for any work in the Premises for a particular trade (including movers engaged in moving Tenant’s equipment and furnishings in, out or around the Premises) whose presence may give rise to a labor or other disturbance in the Building. Notwithstanding anything to the contrary contained herein, so long as Tenant’s written request for consent for a proposed Alteration requests whether or not Landlord will require such Alteration to be removed upon the expiration or earlier termination of this Lease (as allowed Landlord pursuant to Sections 15.2 and 8.3 below) Landlord shall so notify Tenant at the time of consent if consent is given whether or not Landlord will require that such Alteration be removed upon the expiration or earlier termination of this Lease. If Landlord fails to notify Tenant within thirty (30) days of Landlord’s receipt of such notice whether Tenant shall be required to remove the subject Alterations at the expiration or earlier termination of this Lease, it shall be assumed that Landlord shall require the removal of such Alterations. However, if Tenant’s written notice strictly complies with the foregoing and if Landlord fails to notify Tenant within thirty (30) days of Landlord’s receipt of such notice whether Tenant shall be required to remove the subject alterations or improvements at the expiration or earlier termination of this Lease, Tenant may, within fifteen (15) days following the expiration of the thirty (30) day period described above, provide to Landlord a second written notice (the “Second Notice”) in compliance with the foregoing requirements but also stating in large, bold and capped font the following: “THIS IS TENANT’S SECOND NOTICE TO LANDLORD. LANDLORD FAILED TO RESPOND TO TENANT’S FIRST NOTICE IN ACCORDANCE WITH THE TERMS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND TO THIS NOTICE IN FIFTEEN DAYS WITH RESPECT TO THE WHETHER OR NOT LANDLORD WILL REQUIRE SUCH ALTERATIONS TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE, TENANT SHALL HAVE NO OBLIGATION TO REMOVE SUCH ALTERATIONS”. If (a) Tenant’s Second Notice strictly complies with the terms of this Section, and therefore(b) Landlord fails to notify Tenant within fifteen (15) days of Landlord’s receipt of such Second Notice, as used herein, it shall be assumed that Landlord shall not require the term "Alterations" does not refer to any tenant improvements installed pursuant to removal of the Tenant Work Lettersubject Alteration at the expiration or earlier termination of this Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the Building Structure portions or the Building Systems or is visible from the exterior of the Building. HoweverIf Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant's request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant's request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant's Alteration for which Tenant requested Landlord's approval shall be deemed approved by Landlord. Notwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (i10) cosmetic changes business days notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within extent that such Alterations do not (i) adversely affect the Building (e.g.Systems or Building Structure, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect effect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, (ii) cost more than One Hundred Thousand and 00/100 Dollars ($100,000.00) for a particular job of work, or any Building System or Equipment, and (ciii) Tenant shall perform such Acceptable Changes in require the issuance of a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations building permit (collectively, the "APPLICABLE LAWSCosmetic Alterations"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms TCCs of the Tenant Work Letter and not the terms TCCs of this Article 8, 8 and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant TCCs of this Article 8 only apply to the construction of improvements by Tenant Work Letterfollowing the construction of the initial Improvements by Tenant.

Landlord’s Consent to Alterations. Except as otherwise expressly provided in this Lease, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlordwithheld, conditioned or delayed. HoweverTenant agrees it shall be reasonable for Landlord to refuse consent (among other reasons) if the proposed Alterations would cause the property casualty insurance premium for the Premises to increase, unless Tenant agrees to pay such increase. Notwithstanding the foregoing, Tenant may shall have the right, without Landlord’s consent but upon ten (10) Business Days’ prior notice to Landlord, to make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications Alterations to the Premises (e.g.collectively, voice/data cabling), without Landlord's prior consent, “Minor Alterations”) that cost less than $200,000 per occurrence (iiand less than $500,000 in any twelve (12) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paintmonth period) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00i) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance or structure of the Building Premises or Common Areas, the structural aspects of the Building, or any Building System (ii) materially and adversely affect the Building’s electrical, ventilation, plumbing, elevator, mechanical, air conditioning or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county other similar systems installed or municipal laws, rules or regulations provided by Landlord (collectively, "APPLICABLE LAWS"the “Building Systems”); provided, however, that Tenant may paint and carpet the Premises, or any portion thereof, without Landlord’s consent, and the cost of such work shall not be considered when determining the cost of Minor Alterations. For any Alterations that require Landlord’s prior consent, Landlord shall respond to all requests by Tenant for such consent within seven (7) days of receipt of a request describing in reasonable detail the proposed Alterations. If Landlord fails to respond within such seven (7) day period, Tenant may deliver a second request with a conspicuous notice that failure to respond will result in a deemed approval, and if Landlord does not respond to the second request within five (5) days, Landlord shall be deemed to have approved Tenant’s request. At the time Landlord consents to Tenant’s Alterations where such consent is required (or if Tenant otherwise asks for such notification), Landlord shall notify Tenant whether Tenant shall be required to remove any time Tenant proposes of the items or elements of such Alterations at the expiration or termination of the Lease Term, and to make Alterations which require restore and/or reinstate the consent Premises to the condition required prior to the making of such Alterations. Failure of Landlord pursuant to this Section 8.1so notify Tenant that an item or element of the Alterations must be removed and the Premises restored and/or reinstated shall mean that Tenant may leave or remove such item or element at its election, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for that if Tenant elects to remove such item or element of the Alterations, and Landlord it shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofrepair any damage caused by such removal. The construction of the initial improvements to the Premises by Landlord and the construction of the Tenant Improvements by Tenant shall be governed by the terms of the Tenant Work Letter attached hereto as Exhibit B, and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant shall have the have the right, without Landlord's consent, but upon at least ten(10) business days prior Notice to Landlord, to do the following: (a) make strictly cosmetic, non-structural additions and alterations ("COSMETIC ALTERATIONS") to the Premises that do not (i) involve the expenditure of more than $30,000.00 in the aggregate in any Lease Year; (ii) affect the exterior appearance of the Building or (iii) affect the Building Systems or the Building Structure and (b) paint and/or replace carpet and/or wall coverings within the Premises. Except in connection with Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS") without only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by LandlordLandlord unless a Design Problem exists. HoweverA "DESIGN PROBLEM" is defined as, Tenant may make (i) cosmetic changes and will be deemed to exist if and to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises extent such Alterations (e.g., voice/data cabling), without Landlord's prior consent, (iiI) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building; (II) adversely affect the Building Structure; (III) adversely affect the Building Systems; (IV) unreasonably interfere with any other occupant's normal and customary operations or Common Areas(V) fail to comply with Applicable Laws or (VI) are visible from outside of the Premises. Except as provided in Section 8.5, below, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to "Tenant Improvements," as that term is defined in Section 1 of the Premises Tenant Work Letter, shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however, Landlord may withhold its consent in its sole and absolute discretion with respect to any Alterations which may affect the structural components of the Building or the Systems and Equipment or which can be seen from outside the Premises. HoweverTenant shall pay for fees and other costs and expenses of the Alterations, and shall pay to Landlord a Landlord supervision fee of five percent (5%) of the cost of the Alterations. Notwithstanding anything to the contrary contained in this Section 8.1, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space the Premises, including, without limitation, installation of telephone, computer and telecommunication lines and cables within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (i) Tenant space within the Building (delivers to Landlord written notice of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Acceptable Changes at least ten (10) days prior notice to Landlord but the commencement thereof; (ii) the aggregate cost of all such Acceptable Changes during any twelve (12) consecutive month period does not exceed Fifty Thousand Dollars ($50,000.00); (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 8 (including, without Landlord's prior consent provided (a) limitation, Section 8.4 below with respect to the changes described in Subsection 8.1(iiiany Acceptable Changes which includes any Wi-Fi Network, as defined below); (iv) above only, such changes Acceptable Changes do not cost in excess require the issuance of Two Dollars a building permit or other governmental approval; ($2.00) per usable square foot of the Premises for any one (1) job, (bv) such Acceptable Changes do not affect any Systems and Equipment; and (vi) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in comparable buildings in the exterior appearance of the Building or Common Areas, the structural aspects vicinity of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior If Landlord disapproves of any Tenant space proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior after receipt of Tenant’s request for approval of the proposed Alterations, provided that, if Landlord fails to respond, Landlord shall be deemed to have approved the proposed Alterations. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) days’ notice to Landlord Landlord, but without Landlord's ’s prior consent provided (a) with respect consent, to the changes described in Subsection 8.1(iii) above only, extent that such changes Alterations do not cost in excess of Two Dollars ($2.00i) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not adversely affect the Building Systems, exterior appearance of the Building Building, structural integrity or Common Areas, the structural aspects roof of the Building, or any Building System or Equipment, and (cii) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent issuance of Landlord pursuant to this Section 8.1a building permit or other governmental approvals, Tenant's notice regarding or (iii) cost more than One Hundred Thousand and 00/100 Dollars ($100,000.00) for a particular job of work (the proposed Alterations shall be provided together with plans and specifications for the “Cosmetic Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof”). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Any Alterations shall comply with any reasonable Landlord’s requirements relating to maintaining the current environmental certification of the Building (e.g., and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work LetterLEED requirements).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, including the "ALTERATIONS"installation of improvements exceeding those set forth in the Tenant Improvement Package and supplementary systems required as the result of Overstandard Tenant Use in Tenant's electronics laboratory) (Alterations) without first procuring the obtaining Landlord's prior written consent of Landlord not to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld or delayed. Tenant's request for such consent must be accompanied by detailed and complete plans and specifications for the proposed work. Tenant shall reimburse Landlord for the reasonable fees and costs of any architects, engineers, or other consultants retained by Landlord to review the proposed Alterations. As a condition of its consent to Alterations, Landlord may impose any requirements that Landlord reasonably considers necessary, including a requirement that Tenant provide Landlord with a surety bond, a letter of credit, or other financial assurance that the cost of the Alterations will be paid when due. The Alterations for which Landlord may reasonably withhold its consent include, without limitation, those that would or could: (a) Affect the structure of the Building or any portion of the Building other than the interior of the Premises; (b) Affect the Building Systems; (c) Result in Landlord's being required under Laws and Orders to perform any work that Landlord could otherwise avoid or defer ("Additional Required Work"), unless Tenant agrees in writing to pay for the entire cost of the design and construction of the Additional Required Work; (d) Result in a material increase in the demand for utilities or services that Landlord is required to provide, unless Tenant agrees to pay the additional cost; (e) Cause an increase in the premiums for hazard or liability insurance carried by Landlord unless Tenant agrees to pay the amount of the increase in premiums; or (f) Diminish or reduce the economic value of the Building below its value immediately before such Alterations. HoweverNotwithstanding the foregoing, Tenant may make (i) cosmetic changes to shall have the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling)right, without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided perform Alterations which (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Ten Thousand Dollars ($2.0010,000) per usable square foot of the Premises for any one (1) job, and (b) such Acceptable Changes do not affect the exterior appearance fall within any of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and categories described in paragraph (ca) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations through (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15e) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterabove.

Landlord’s Consent to Alterations. Tenant may not may, without the need to obtain the consent or approval of Landlord, make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") desired by Tenant which do not create a Design Problem, and which do not result in an expenditure by Tenant for Alterations in excess of $300,000, cumulatively, for any six (6) month period of the Lease Term, by providing Landlord with written notice not less than ten (10) business days prior to the commencement thereof. For purposes of this Lease, "Design Problem" shall mean any alteration, repair, modification, or improvement by Tenant which (a) materially and adversely affects the Building Systems or Building Structure, including the structural skeleton of the Building described in Section 7.2, (b) is not in compliance with applicable laws, (c) affects the exterior appearance of the Building or (d) will materially decrease the value of the Building or materially diminish the ability of Landlord to relet the Premises. Tenant may not make any Alteration which would create a Design Problem or which exceeds such $300,000 in six (6) month limitation (collectively, "Consent Alterations"), without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld or delayed by Landlord. However, Tenant may make (i) cosmetic changes to Landlord and shall state whether the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to Consent Alterations must be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot removed on termination of the Premises for any one (1) job, (b) such Acceptable Changes do not affect Lease. In the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time event Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1a Consent Alteration, Tenant's notice regarding the proposed Alterations Alteration shall be provided together with include a set of the field-grade plans and specifications for the Consent Alterations, and . Landlord shall approve grant or disapprove withhold its consent to any Consent Alterations within ten (10) business days of the same within fifteen (15) days after receipt of Tenant's notice; Landlord's receipt thereoffailure to respond within three (3) business days of a second notice given after such ten (10) business day period shall be deemed to evidence Landlord's approval with respect to the same. The construction of the initial improvements to the Premises Tenant Improvements shall be governed by the terms of the Tenant Work Letter and Letter, not by the terms of this Article Section 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Except for the Existing Premises Work (as defined in the Initial Premises Work Letter) in the Initial Premises, which shall be performed by Tenant in accordance with the terms and conditions of the Initial Premises Work Letter, and not in accordance with this Article 8, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided, during any period Tenant and its Permitted Transferees are the sole occupants of all occupied space in the Project, it shall be deemed unreasonable for Landlord to withhold its consent to any Alteration which complies with all Applicable Laws and does not have a material and adverse effect on the structural components of Project Structures, the Building Systems, or the Common Areas and is not visible from the exterior of the Project Structure. HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (i10) cosmetic changes business days' notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, to the extent that such Alterations (i) do not affect the structural components of Project Structures or Building Systems, (ii) cosmetic changes to are not visible from the interior exterior of any Tenant space within the Building (e.g.Building, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior cost less than $75,000.00 for a particular job of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentwork, and in no event more than an aggregate cost of $250,000.00 during any 12-month period (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWSCosmetic Alterations"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first submitting plans and specifications of the proposed Alterations to, and procuring the prior written consent of of, Landlord to such Alterations, which consent shall be requested in writing by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building (collectively, other than as expressly contemplated in Sections 29.38 and 29.39, the "Major Alterations"). HoweverLandlord shall provide its approval or reasonable disapproval of any plans and specifications for any Alterations submitted to Landlord or request any additional information reasonably deemed necessary by Landlord within ten (10) business days after such plans and specifications are so submitted to Landlord; if Landlord disapproves of such plans and specifications then Landlord shall detail in writing its reasons for such disapproval. If Landlord fails to approve or reasonably disapprove of any plans or specifications for any Alterations within such 10-day period, then Tenant may make resubmit such plans and specifications to Landlord and, if Landlord fails to approve or disapprove such re-submitted plans and specifications within five (5) days after such re-submission then Landlord shall be deemed to have approved of the same. Notwithstanding the foregoing, Landlord's consent shall not be required with respect to any interior Alterations to the Premises which (i) cosmetic changes to the finish work in the Premises, are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentMajor Alterations, (ii) cosmetic changes to cost less than Five Dollars ($5.00) per rentable square foot of the interior Premises in any twelve (12) month period (provided that such cap shall exclude the cost of repainting or re-carpeting the Premises or any Tenant space within the Building (e.g.portion thereof), changes to the carpet, wallcovering and paint) and (iii) nonstructural changes do not materially and adversely affect the value of the Premises or Buildings as determined by Landlord in its commercially reasonable discretion, as long as (A) Tenant delivers to the interior Landlord notice and a copy of any Tenant space within the Building (final plans, specifications and working drawings for any such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot commencement of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipmentwork thereof, and (cB) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federalthe other conditions of this Article 8 are satisfied, stateincluding, county or municipal lawswithout limitation, rules or regulations (collectivelyconforming to Landlord's rules, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterationsregulations, and Landlord shall approve or disapprove of insurance requirements which govern contractors. Except for Section 8.5 and Section 8.6, below, the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter attached hereto as Exhibit B, and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's ’s prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES"“Acceptable Changes”) upon at least ten tan (10) days 10)days prior notice to Landlord but without Landlord's ’s prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Seventy-Five Thousand and No/100 Dollars ($2.0075,000.00) per usable square foot of the Premises for any one (1l) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"“Applicable Laws”). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Section.8.1. Tenant's ’s notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's ’s receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "“Alterations" ” does not refer to any tenant improvements installed pursuant to the Tenant Work LetterLetter attached to the Original Lease.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") ), without first procuring the prior written consent of Landlord to such Alterations, which . Such consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and Landlord shall not withhold or delay its consent for any Alterations except with respect to Alterations which consent (i) do not comply with applicable laws, (ii) adversely affect the Systems and Equipment or the structural aspects of the Building, (iii) can be seen from outside the Premises, (iv) unreasonably interfere with another tenant's use of such tenant's premises for normal business office purposes, and/or (v) do not use materials that are equal to or better than Building standard materials (each, a "Design Problem"). Notwithstanding the foregoing, with respect to any Alterations installed after the Lease Commencement Date that (A) create a Design Problem described in clause (iii) hereinabove and (B) are other than walls not aligned with existing columns or mullions: (1) Landlord shall act reasonably and in good faith based upon standards generally employed by Comparable Landlords (as indicated defined in Section 29.4 23.6 below) shall not be unreasonably withheld for the Comparable Buildings; and (2) Tenant may install in (x) any space above the ground floor of the Building now or hereafter leased by LandlordTenant pursuant to this Lease, Alterations similar to those existing in any office space in the Building as of the Lease Commencement Date, and (y) the Retail Space, Alterations similar to those existing in the Retail Space as of the Lease Commencement Date. HoweverFurther notwithstanding the foregoing, Tenant may make (i) cosmetic changes to the finish work in the Premisesstrictly cosmetic, not requiring any non-structural alterations, additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space within the Building Premises (e.g.collectively, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGESCosmetic Alterations") upon without Landlord's consent, provided that: (a) Tenant delivers to Landlord written notice of such Cosmetic Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, commencement thereof; (b) such Acceptable Changes do not affect Cosmetic Alterations shall be performed by or on behalf of Tenant in compliance with the exterior appearance other provisions of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and this Article 8; (c) Tenant shall perform such Acceptable Changes Cosmetic Alterations do not require the issuance of a building permit or other governmental approval; and (d) such Cosmetic Alterations would not result in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS")Design Problem. At any Any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1other than Cosmetic Alterations, Tenant's notice regarding the proposed Alterations shall be provided together with the plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen ten (1510) business days after its receipt of the same in accordance with the standard 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] for consent set forth hereinabove. In the event that Landlord shall fail to notify Tenant in writing of its approval or disapproval of a proposed Alteration within such ten (10) business day period, Landlord shall be deemed to have approved such Alteration. In the event that Landlord shall disapprove of a proposed Alteration because the same contains a Design Problem, Landlord shall notify Tenant of it's the specific Design Problem which is the reason for such disapproval and Tenant shall have the right to resubmit for Landlord's receipt thereofapproval modified plans and specifications to address Landlord's reasons for disapproval to eliminate such Design Problem. The construction of the initial improvements to New Tenant Improvements (as defined in the Premises Tenant Work Letter) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes ; provided that Landlord shall not be required to the finish work in the Premises, not requiring consent to any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes Alterations which cause Hazardous Material to be referred to hereafter collectively as incorporated into or brought into the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building Project or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofPremises. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter Letter, attached hereto as EXHIBIT D, and not the terms of this Article ARTICLE 8, and therefore, as used herein, . Notwithstanding the term "Alterations" does not refer to any tenant improvements installed pursuant foregoing to the contrary, Tenant Work Lettermay make purely cosmetic changes to the Premises (i.e., changes to the carpet, wallcovering and paint) and non-structural changes to the Premises (such cosmetic and non-structural changes to be referred to hereafter collectively as the "Acceptable Changes") without Landlord's prior consent provided (i) Tenant delivers to Landlord written notice of such Acceptable Changes at least fifteen (15) days prior to the commencement thereof, (ii) such Acceptable Changes do not cost in excess of Five Thousand Dollars ($5,000.00) for any one (1) job, (iii) such Acceptable Changes do not cause Hazardous Material to be introduced into the Project or Premises; (iv) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, or the structural aspects of the Building, or the systems and equipment of the Premises or Building; and (v) such Acceptable Changes do not require a building permit.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord’s consent but upon five (5) business days prior Notice to Landlord, to make non-structural additions and alterations which do not create a Design Problem (“Cosmetic Alterations”) to the Premises that do not (i) affect the exterior appearance of the subject Building or (ii) affect the Building Systems or the Building Structure. Tenant shall also have the right, without the necessity of obtaining the Landlord’s prior consent, to install phone, computer and telecommunications lines and cabling that do not affect the Base Building Systems and are located entirely within the Premises. Except in connection with Cosmetic Alterations made to the Premises, Tenant may not make any improvements, alterations, additions or changes to (A) the Premises Premises, (B) the Building Structure or the Building Systems, or (C) to the Common Areas and the external portion of the Buildings, including, without limitation, the “Common Area Improvements,” as that term is defined in Section 2.1.2 of the Tenant Work Letter (collectively, the "ALTERATIONS"“Common Area Alterations”) without (collectively, the “Alterations”) only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) or approval shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, unless a Design Problem exists, provided that with respect to Common Area Alterations, Landlord’s consent shall be granted or denied in accordance with the procedure described with respect to Common Area Improvements, as set forth in Section 2.1.2 of the Tenant Work Letter. HoweverA “Design Problem” is defined as, Tenant may make and will be deemed to exist if such Alteration will (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect cause the exterior appearance of the Building or Common AreasProject to be inconsistent with a first class office building project (giving due consideration to the fact that many other first class office projects do not maintain features such as the Field, the structural aspects Patio, the Water Features, and other outdoor areas which are part of the BuildingProject); (ii) adversely or materially affect the Building Structure; (iii) adversely or materially affect the Building Systems; (iv) fail to comply with Applicable Laws; (v) conflict with the Underlying Documents (unless Tenant obtains a waiver thereof); (vi) materially affect the construction, customary operation (including, without limitation, typical ingress to and egress from Building 3 and the parking facilities servicing the same) or any use of Building System 3; or Equipment(vii) materially affect Landlord’s ability to comply with Landlord’s obligations under this Lease (including, and (cwithout limitation, Article 28) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to materially affect Landlord’s rights under this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofLease. The construction of the initial improvements Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8 (except as otherwise specifically set forth herein). Subject to the terms of Article 23 of this Lease, any Exterior Signage installed by Tenant shall comply with the provisions of this Article 8; provided, however, that item (i) in the definition of Design Problem set forth above shall be deemed replaced by the test set forth in Section 23.5 of this Lease as to “Objectionable Name.” Landlord’s failure to respond to Tenant’s notice within such ten (10) business days following Landlord’s receipt of Tenant’s Alterations request shall be deemed approval of the Alterations in question, provided that Tenant’s notice must state in bold face letters on the first page of such notice the following language: “IF LANDLORD FAILS TO RESPOND TO THIS LETTER WITHIN TEN (10) BUSINESS DAYS FROM LANDLORD’S RECEIPT OF THIS LETTER, TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THOSE CERTAIN ALTERATIONS DESCRIBED IN THIS LETTER SHALL BE DEEMED TO BE APPROVED BY LANDLORD.” Upon request, Tenant shall, subject to commercially reasonable limitations (including, without limitation, vis-à-vis quantity and location of spaces) receive, free of charge, unreserved parking passes (or parking validations in lieu of parking passes) in an amount reasonably determined by Landlord solely for the use by Tenant’s consultants, designers, architects, contractors, subcontractors, and therefore, as used herein, agents (but not Tenant or its employees) during the term "construction of the Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Except for any Minor Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS") Alterations without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty twenty (3020) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. HoweverIt shall be deemed reasonable for Landlord to withhold its consent to any Alteration which materially or adversely affects the Building Structure, Building Systems or exterior appearance of the Building. Landlord’s approval of an Alteration (or plans and specifications therefor) shall not be a representation by Landlord that the Alteration complies with applicable Laws or will be structurally sound or adequate for Tenant’s use, and Tenant shall be responsible for ensuring the same. Landlord may designate reasonable rules, regulations, procedures and conditions of approval for any Alterations by Tenant, including without limitation a requirement that Tenant obtain payment and/or completion bonds and that Tenant obtain “builder’s risk” insurance for any Alterations. Tenant shall be required to use (at Tenant’s sole cost) Landlord’s mechanical, electrical and plumbing contractor(s) to perform all design services and review of all Alterations of Tenant which involve the Building Systems. Notwithstanding the preceding sentence to the contrary, Tenant may shall have the right to make Minor Alterations, provided that (ia) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises Tenant provides Landlord with no less than twenty (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (1020) days prior written notice of such Minor Alterations, including the nature and estimated cost thereof, and Landlord shall be entitled to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess post a notice of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, non-responsibility; and (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Minor Alterations shall be provided together completed and installed in compliance with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms all other provisions of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding anything in this Article 8 to the contrary, Tenant may shall have the right, without Landlord’s consent but upon five (5) business days prior notice to Landlord, to make (i) cosmetic changes to the finish work in the Premisesstrictly cosmetic, not requiring any non-structural or other substantial modifications additions and alterations to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii“Cosmetic Alterations”) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes that do not cost in excess of Two Dollars ($2.00i) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building Premises or Common Areas, the structural aspects of the Building, or any Building System (ii) affect the Building’s electrical, ventilation, plumbing, elevator, mechanical, air conditioning or Equipmentother systems; provided, however, that Landlord hereby agrees that no notice to Landlord shall be required for the hanging of art or other typical office decorations, the posting of required workplace notices, and (c) the installation of whiteboards. Notwithstanding that Landlord’s consent shall not be required for any Cosmetic Alterations, Tenant shall perform such Acceptable Changes otherwise comply with the terms of this Article 8 in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofconnection therewith. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Except as provided below, Tenant may not make any improvementsAlterations without first procuring Landlord’s prior written consent. So long as Tenant owns and holds the leasehold estate created hereunder and has not sublet eighty percent (80%) or more of the Premises (other than to Affiliates of Tenant in accordance with the provisions of this Lease): (a) Landlord’s consent to any such request will not be unreasonably withheld or delayed; provided, alterationshowever, additions or changes that Landlord may refuse consent for any reason in its sole and absolute discretion to any proposed Alteration (i) to the Premises that materially adversely affects any Landlord Capital Improvements or Major Mechanical Equipment, or (collectively, ii) is to the "ALTERATIONS"exterior of the Building; (b) without first procuring Tenant need not secure Landlord’s consent with respect to any Minor Alteration within the prior written Premises; and (c) Tenant must also secure Landlord’s consent of Landlord to such Alterations, (which consent shall not be requested unreasonably withheld, conditioned or delayed) with respect to the location on the roof of the Building as Tenant may reasonably select (and Landlord may reasonably approve) and as Legal Requirements and Permitted Exceptions may permit, for the installation, operation, maintenance, security, repair and replacement of Communications Equipment and/or other roof-mounted Alterations, provided that (i) Tenant will provide prior Notice to Landlord accompanied by Tenant a copy of the plans and specifications for the proposed installation of Communications Equipment (which will include a detailed description of the proposed location thereof and depiction of Tenant’s proposed method of attachment thereof to the roof and the routing of the cable from each antenna or satellite dish to the point of penetration of the roof membrane) for Landlord’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) not less than thirty ten (3010) days prior to the commencement thereof, of installation of any Communications Equipment; and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to Tenant complies in all respects with the interior provisions of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms 8.7 of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work LetterLease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld or delayed by Landlord. However, Tenant it is expressly understood and agreed that Landlord may make (i) cosmetic changes refuse consent to any Alteration which affects the finish work structure of the Building or the exterior of the Building without regard to any standard of reasonableness. With respect to any Alteration which affects the electrical, HVAC or mechanical systems of the Building, Landlord shall be reasonable in refusing or denying consent and in no event shall Landlord be required to give consent if Landlord incurs a cost as a result of such Alteration by Tenant, or such Alteration requires an increase in the Premises, not requiring any structural power or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior existing capacities of any Tenant space within the Building (e.g.electrical, changes HVAC or mechanical systems unless Tenant agrees to the carpetpay for such costs. For purposes of this Section 8.1, wallcovering it is expressly understood and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least agreed that if Landlord delays consent for more than ten (10) days prior notice to after Landlord but without Landlord's prior consent provided (a) with respect to has received the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for such alterations and improvements in a form sufficiently detailed to obtain building permits, then such delay shall be deemed unreasonable. With respect to any repair of any existing item located within the AlterationsPremises which malfunctions or requires replacement because it is broken, and Landlord shall approve which does not involve the upgrading or disapprove enhancement of such item, and such repair or replacement is in the same within fifteen (15) days after ordinary course of Tenant's business and necessary to its continued operation, then Tenant need not get Landlord's receipt thereofprior written consent for such repair or replacement but shall notify Landlord so that Landlord may post a notice of non-responsibility. No such notice or consent shah be required for the repair or replacement of Tenant's trade fixtures. The construction of the initial improvements to the Premises shall be governed by initially improved as provided in and subject to, the terms of the Tenant Work Letter attached hereto as Exhibit B and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Lettermade a part hereof.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverLandlord shall provide notice of approval or disapproval of an Alterations request within ten (10) ./ -/// -26- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] business days following the receipt of such Alterations request. Landlord's failure to provide approval or disapproval within said ten (10) business day period shall not be deemed approval or disapproval. In such event, Tenant may deliver a second request for approval at the expiration of said ten (10) business day period setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN TEN (10) DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATIONS REQUEST" (the "Alterations Reminder Notice"). Thereafter, Landlord's failure to provide approval or disapproval within ten (10) days following Landlord's receipt of a Alterations Reminder Notice shall conclusively be deemed approval of Tenant's Alteration as presented. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (i10) cosmetic changes business days' notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (extent that such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes Alterations do not cost in excess of Two Dollars ($2.00i) per usable square foot adversely affect the systems and equipment of the Premises for any one (1) jobBuilding, (b) such Acceptable Changes do not affect the exterior appearance of the Building Building, or Common Areas, the structural aspects of the Building, (ii) adversely affect the value of the Premises or any Building System Building, (iii) require a building or Equipmentconstruction permit, or (iv) cost more than One Hundred Thousand and 00/100 Dollars (c$100,000.00) Tenant shall perform such Acceptable Changes in for a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations particular job of work (collectively, the "APPLICABLE LAWSCosmetic Alterations"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld or delayed by Landlord. However; provided, Tenant however, Landlord may make (i) cosmetic changes to the finish work withhold its consent in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering its sole and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) absolute discretion with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not Alterations which may affect the exterior appearance structural components of the Building or Common Areasthe Systems and Equipment or which can be seen from outside the Premises. Notwithstanding the foregoing, the structural aspects installation by Tenant of a Wi-Fi Network shall be governed by the Building, or any Building System or Equipment, and (c) terms of Section 8.3 below. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and shall pay to Landlord shall approve or disapprove a Landlord supervision fee of five percent (5%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing to the contrary, Tenant may, at its sole cost and thereforeexpense and without Landlord’s written consent, as used hereinperform interior, non-structural alterations or additions to the term "Alterations" Premises provided such alterations or additions do not affect the structural components of the Building or Systems and Equipment or require any permit or roof penetrations and the cost of which does not refer exceed $10,000 in the aggregate over a 12 month period (the “Permitted Alterations”). Tenant shall first notify Landlord at least fifteen (15) days prior to commencing any tenant improvements installed pursuant to Permitted Alterations so that Landlord may post a Notice of Non-Responsibility on the Tenant Work LetterPremises.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions additions, or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring obtaining Landlord's prior written consent. Tenant shall request such consent by written notice to Landlord, which written notice must be accompanied by detailed and complete plans and specifications for the proposed work. As a condition of its consent to Alterations, Landlord may impose any reasonable requirements that Landlord considers appropriate under the circumstances including, without limitation, evidence of adequate financial capability and provision of appropriate insurance. Landlord shall not unreasonably withhold or delay its consent to any proposed Alternations. Landlord will be deemed to be acting reasonably if it withholds consent for, among other Alterations, any Alterations that would or could: (a) affect the structure of the Building or any portion of the Building other than the interior of the Premises; (b) affect the Base Building Systems; (c) result in the Landlord being required under any Laws and Orders to perform any work that Landlord could otherwise avoid or defer ("Additional Required Work"); (d) result in an increase in the demand for utilities or services that Landlord is required to provide; or (e) cause in increase in the premiums for hazard or liability insurance carried by Landlord. The term "Base Building Systems" means all systems an equipment (including, without limitation, plumbing; heating, ventilation, and air condition; electrical; fire/life safety; elevator; and security systems) that serve all or part of the Building. Tenant shall reimburse Landlord for the reasonable fees and costs of any architects, engineers, or other consultants reasonable retained by Landlord to review the proposed Alterations. Tenant shall have the right, without obtaining Landlord's prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least but only following ten (10) days days' prior notice written notice), to Landlord but without Landlord's prior consent provided make alterations to the Premises that comply with all of the following: (a) with respect to the changes described cost less than $10,000.00 in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, calendar year; (b) such Acceptable Changes do not affect only the exterior appearance interior of the Building or Common Areas, the structural aspects of the Building, or any Building System or EquipmentPremises, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with do not cause or potentially cause any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen conditions set forth in (15a) days after Landlord's receipt thereofthrough (e) above. The construction of the initial improvements to the Premises This Section 11.1 shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant apply to the Tenant Work Letter.Improvements defined in Exhibit C.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in structural portions or the Premises, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the Building, or . If Landlord reasonably disapproves of any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of respond, in writing, stating the same grounds for such disapproval, within fifteen (15) business days after receipt of Tenant’s request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within fifteen (15) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD’S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD’S DEEMED APPROVAL OF TENANT’S ALTERATION” (the “Reminder Notice”). If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant requested Landlord's receipt thereof’s approval shall be deemed approved by Landlord. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations (i) do not affect the Building systems or equipment (other than minor changes such as adding or relocating electrical outlets and thermostats), (ii) are not visible from the exterior of the Building, and (iii) cost less than $100,000.00 for a particular job of work (“Permitted Alterations”). The construction of the initial improvements Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in the Premises, not requiring any structural portions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect Systems or is visible from the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall be permitted, not more often than once per calendar year, to make Alterations without Landlord’s prior consent, to the extent that such Alterations (i) do not, in the aggregate, exceed a cost of $25,000.00 per Alteration, (ii) do not affect the Building Systems or Building Structure, (iii) do not affect the exterior appearance of the Building, and therefore(iv) do not require the issuance of any permits, as used hereinapprovals or other documents by any governmental agency; provided, however, that the Tenant shall first give ten (10) business days’ prior written notice to the Landlord specifying the proposed Alterations, the term "Alterations" does not refer to commencement and approximate completion dates thereof, and in any tenant improvements installed pursuant to the event any such Alterations by Tenant Work Lettershall be made in accordance with all Applicable Laws and in a good and first-class, workmanlike manner and in accordance with this Lease.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverIf Tenant requests Landlord’s approval for any proposed Alterations pursuant to this Article 8, Landlord shall respond, in writing, stating whether the Alterations are approved or disapproved, and if disapproved, the grounds for such disapproval, within five (5) business days after receipt of Tenant’s request for approval of the proposed Alterations; Landlord’s response shall be in writing and, if Landlord withholds its consent to any Alterations described in the plans and specifications provided to Landlord concurrently with Tenant’s request for Landlord’s approval thereof, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval, the basis for such disapproval, and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such plans within such five (5) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request“) that specifically identifies the applicable plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, the plans in question shall be deemed approved by Landlord, and Tenant may, subject to the other provisions of this Article 8, commence the Alterations described in such plans. If Landlord timely delivers to Tenant notice of Landlord’s disapproval of any plans, Tenant may revise Tenant’s plans to incorporate the changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which Landlord had previously objected in writing. Landlord’s review and approval (or deemed approval) of such revised plans shall be governed by the provisions set forth above in this Section 8.1. The procedure set out above for approval of Tenant’s plans will also apply to any change, addition or amendment to Tenant’s plans. Notwithstanding anything in this Article 8 to the contrary, Tenant shall be permitted to make Alterations following ten (10) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that (x) such Alterations are decorative only (i.e., installation of carpeting or painting of the Premises) or (y) such Alterations (i) cosmetic changes to do not affect the finish work in the Premises, not requiring any structural Building Structure or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentBuilding Systems, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do are not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect visible from the exterior appearance of the Building or Common Areas, the structural aspects of the Building, (iii) do not require a building or any Building System or Equipmentconstruction permit, and (civ) cost less than $250,000.00 for a particular job of work. Additionally, Tenant shall will have the right, without the necessity of Landlord’s prior written consent so long as the work does not affect the Base Building in any material or adverse way, to perform any work related to Tenant’s clean 35654\12546889.9 06907\011\8493037.v6 rooms or other operational space that may be necessitated by Tenant’s obligation to comply with regulatory or industry guidelines regarding the operation of such areas or in response to regulatory inspections or other audits, it being acknowledged by Landlord that Tenant’s obligation to continue operating within the Premises on a continuous basis requires the ability from time to time, to perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofcompliance work immediately. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building (collectively, the “Major Alterations”). HoweverNotwithstanding the foregoing, Tenant may make shall not be required with respect to any interior Alterations to the Premises which (i) cosmetic changes to the finish work in the Premises, are not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentMajor Alterations, (ii) cosmetic changes to the interior of cost less than Thirty Thousand Dollars ($30,000) for any Tenant space within the Building (e.g.1) job, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to do not adversely affect the interior value of the Premises or Building, and (iv) do not require a permit of any kind, as long a (A) Tenant space within the Building (delivers to Landlord notice and a copy of any final plans, specifications and working drawings for any such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Alterations at least ten (10) days prior notice to Landlord but commencement of the work thereof, and (B) the other conditions of this Article 8 are satisfied including, without limitation, conforming to Landlord's prior consent provided (a) ’s rules, regulations, and insurance requirements which govern contractors; provided, however, that with respect to the changes described in Subsection 8.1(iii) above onlyAlterations consisting solely of painting and carpeting, such changes do not cost in excess of Two Thirty Thousand Dollar ($30,000) amount shall be deemed increased to One Hundred Thousand Dollars ($2.00100,000) per usable square foot of (the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"“Cosmetic Alterations”). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However; provided, Tenant however, Landlord may make (i) cosmetic changes to the finish work withhold its consent in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering its sole and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) absolute discretion with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not Alterations which may affect the exterior appearance structural components of the Building or Common Areasthe Systems and Equipment. If Landlord consents to any Alterations, Landlord shall, at the structural aspects time that it consents to such Alteration, notify Tenant in writing if Tenant shall be required to remove the same upon termination or expiration of this Lease. Tenant shall pay for all overhead, general conditions, fees and other costs and expenses of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require of the consent construction of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans Improvements described in Section 1.2. Tenant’s Plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 88 except, however, Landlord shall provide reasonable review and thereforeapproval of Tenant’s Improvements within ten (10) days of receiving plans, specifications and working drawings for such work. Notwithstanding the foregoing, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as used hereinpainting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the term "Alterations" exterior of the Premises or Building; (c) will not affect the structural portions of the Building or the Systems and Equipment; and (d) does not refer require work to any tenant improvements installed pursuant to be performed inside the Tenant Work Letterwalls, below the floor, or above the ceiling of the Premises.

Landlord’s Consent to Alterations. Except in connection with Cosmetic Alterations (as that term is defined hereinbelow), Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which would (a) violate any applicable Law, (b) adversely affect (in the reasonable discretion of Landlord) the Base Building, the certificate of occupancy (or its legal equivalent) allowing legal occupancy of the Base Building, or void any warranty on any Base Building component or design, or (c) affect (in the sole discretion of Landlord) the (1) exterior appearance of the Project or the lobby, (2) appearance of the Common Areas, if Tenant is not the Sole Direct Tenant, (3) quiet enjoyment of other tenants or occupants of the Project, or (4) provision of services to other occupants of the Project (the foregoing Alterations identified in items (a) through (c) above, have, for purposes hereof, a “Design Problem”). HoweverTo the extent that Landlord grants Tenant the right to use areas within the Project (including telecommunications room space, electrical room space, plenum space or riser space), whether pursuant to the terms of this Lease or through plans and specifications subsequently approved by Landlord (and without implying that Landlord shall grant any such approvals), (A) in no event may Tenant use more than Tenant’s Share of the areas within the Building, and (B) Tenant shall comply with the provisions of this Section with respect to all such items, including Tenant’s Off-Premises Equipment. All Alterations shall be constructed in accordance with any plans and specifications approved by Landlord, and shall be constructed, maintained, and used by Tenant, at its risk and expense, in accordance with all Laws; Landlord’s consent to or approval of any Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, nor Landlord’s acceptance, that the same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. Notwithstanding the foregoing, Tenant may shall be permitted to make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least Alterations following ten (10) days prior business days’ notice to Landlord Landlord, but without Landlord's ’s prior consent provided (a) with respect consent, to the changes described in Subsection 8.1(iii) above only, extent that such changes Alterations do not constitute a Design Problem and (i) if such Alterations affect any Building Systems or the Building Structure, cost less than $150,000.00 in excess of Two Dollars the aggregate and ($2.00ii) per usable square foot of the Premises for any one (1) job, (b) if such Acceptable Changes Alterations do not affect the exterior appearance of any Building Systems or the Building or Common AreasStructure, cost less than $400,000.00 in the structural aspects of the Building, or any Building System or Equipment, and aggregate (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"“Cosmetic Alterations”). At any time Any Tenant proposes to make Alterations which require Improvements contemplated by the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises Tenant Work Letter shall be governed by the terms and conditions of the Tenant Work Letter and not the terms and conditions of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereofthereof (except with respect to Alterations to be made at the commencement of this Lease), and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall also be governed by the terms of this ARTICLE 8. Notwithstanding anything in the Tenant Work Letter and not foregoing to the terms contrary, with respect to the initial improvements to the Premises, subject to the remaining provisions of this Article 8, Landlord hereby consents to Tenant's removal, at Tenant's sole cost and thereforeexpense, of an existing wall dividing two (2) rooms within the Premises, as used hereinshown on Exhibit F attached hereto, and Tenant shall not be required to restore such wall upon the term "Alterations" does expiration or earlier termination of this Lease. In addition, Tenant shall be permitted to recarpet the Premises and to repaint the walls of the Premises, provided, however, Landlord shall reimburse Tenant for the cost of repainting the Premises in an amount not refer to any tenant improvements installed pursuant exceed $7,500.00, upon Tenant's delivery to the Tenant Work LetterLandlord of (i) invoices marked as having been paid for work performed and materials delivered in connection with such work, and (ii) properly executed unconditional mechanic's lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "Cosmetic Alterations"), without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed $100,000 in any twelve (12) month period, and thereforefurther provided that such alterations do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to, or adversely affect, the Systems and Equipment of the Building, (iii) affect the exterior appearance of the Building or (iv) trigger any legal requirement which would require Landlord to make any alteration or improvement to the Premises, the Building or the Real Property. Tenant shall give Landlord at least thirty (30) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 8. Except as used hereinotherwise provided, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Lettershall include Cosmetic Alterations.

Landlord’s Consent to Alterations. Tenant may shall not make or suffer to be made any improvements, alterations, additions additions, changes or changes repairs (pursuant to Article 6 or otherwise) to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the Landlord's prior written consent approval of Landlord to such Alterationssame, which consent approval shall be requested by Tenant not less than thirty twenty (3020) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) approval shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i; provided that it shall be deemed reasonable for Landlord to withhold its consent to any Alterations which affect any area(s) cosmetic changes to the finish work in outside of the Premises, not requiring the exterior of the Building, the Building Systems or any structural portion of the Building. In addition, Tenant shall not make or other substantial modifications suffer to be made any Alteration which would invalidate any warranty held by Landlord at the Project (including, without limitation, with respect to the Premises (e.g.roof of the Building). Notwithstanding the foregoing, voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided shall not be required for any Alteration that: (a) with respect to the changes described is solely cosmetic in Subsection 8.1(iiinature (such as painting or decorating); (b) above only, such changes do does not cost in excess of Two Dollars ($2.00) per usable square foot affect any area outside of the Premises for any one Premises, or require work inside the walls, or above the ceiling of the Premises; (c) does not affect (1) job, (b) such Acceptable Changes do not affect the exterior appearance roof or any structural portion of the Building (the "Building Structure"), or Common Areas(2) the plumbing, sewer, drainage, electrical, fire protection, elevator, life safety and security systems and equipment, HVAC systems, and all other mechanical, electrical and communications systems and equipment, which are located in the Building or outside the Building and which exclusively serve the Building (collectively, the structural aspects of "Building Systems"); (d) cannot be seen from outside the Building, or any Building System or EquipmentPremises, and (ce) costs less than $100,000 in the aggregate during any twelve (12) month period of the Lease Term (herein referred to as "Cosmetic Alterations"); provided that Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance provide Landlord with prior written notice of any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within Cosmetic Alteration at least fifteen (15) days after Landlordbusiness days' prior to Tenant's receipt thereofcommencement of same. The construction of the any initial improvements to in the Premises shall be governed by the terms of the Tenant Work Letter Letter, if any, attached hereto as Exhibit B, and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter5.

Landlord’s Consent to Alterations. Except as provided hereinbelow, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) . Landlord shall not unreasonably withhold or delay its consent for any Alterations, except that Landlord may withhold its consent, in its sole and absolute discretion, with respect to such Alterations which (i) affect any area, or which can be unreasonably withheld by Landlordseen from any area, outside the Premises or the Building, and/or (ii) affect the structural components or Systems and Equipment of the Building. HoweverNotwithstanding anything to the contrary contained in this Section 8.1, Tenant may make (i) cosmetic changes to the finish work in the Premisesnon-structural interior alterations, not requiring any structural additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (a) Tenant space within the Building (e.g., changes delivers to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior Landlord written notice of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Acceptable Changes at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iiicommencement thereof; (b) above only, the aggregate cost of all such changes do Acceptable Changes during any twelve (12) consecutive month period does not cost in excess of Two exceed Fifty Thousand Dollars ($2.0050,000.00); (c) per usable square foot such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the Premises for any one other provisions of this Article 8; (1d) job, such Acceptable Changes do not require the issuance of a building permit or other governmental approval; (be) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areasany Systems and Equipment, the structural aspects ground floor lobby areas of the Building, or any Building System or Equipmentpertain to painting of the exposed brick portions of the Premises, and cannot be seen from outside the Premises; and (cf) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans performed by qualified contractors and specifications subcontractors which normally and regularly perform similar work in the Comparable Buildings. Tenant shall pay for all overhead, general conditions, fees, taxes and other costs and expenses of the Alterations and except for Acceptable Changes, Tenant shall pay to Landlord the Alteration Supervision Fee. The “Alteration Supervision Fee” shall be an amount equal to zero percent (0%) of the costs of the Alterations if such costs are, in the aggregate, up to $49,999.99, six percent (6%) of the costs of such Alterations if such costs are, in the aggregate, between $50,000.00 and $99,999.99, five percent (5%) of the cost of the Alterations, if such costs are, in the aggregate, between $100,000.00 and Landlord shall approve $250,000.00, or disapprove four percent (4%) of the same within fifteen (15) days after Landlord's receipt thereofcosts of such Alterations, if such costs are, in the aggregate, in excess of $250,000.00. The construction of the initial improvements to the Premises (and the Landlord supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant by a detailed written notice sent to Landlord not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord. However, Tenant may make (i) cosmetic changes Such consent automatically shall be deemed to the finish work have been given by Landlord in the Premises, not requiring any structural or other substantial modifications event that Landlord fails to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes deliver to the interior of any Tenant space a written objection to a written request by Tenant to make such Alterations within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) business days prior notice of the date upon which Tenant delivered its written request to Landlord but without Landlord's prior consent (provided (a) that with respect to Alterations affecting the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common AreasSystem and Equipment, the structural aspects Base, Shell and Core or the structure of the Building, or any Building System or Equipment, and then such ten (c10) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations business day period shall be provided together with plans deemed increased to twenty (20) days) and specifications if such failure continues for the Alterations, and Landlord shall approve or disapprove of the same within fifteen an additional two (152) business days after Landlord's receipt thereofof Tenant's second written request. The parties further agree and acknowledge that the construction of the initial improvements to the Premises Premises, if any, shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises (the "Cosmetic Alterations"), without Landlord's consent, provided that the aggregate cost of any such alterations does not exceed Twenty-Five Thousand Dollars ($25,000) in any twelve (12) month period, and thereforefurther provided that such alterations do not (i) require any structural or other substantial modifications to the Premises and/or work inside the walls of the Premises or above the ceiling of the Premises, (ii) require any changes to, or adversely affect, the Systems and Equipment of the Building, (iii) affect the exterior appearance of the Building, (iv) trigger any legal requirement which would require Landlord to make any alteration or improvement to the Premises, the Building or the Real Property or (v) require a building permit. Tenant shall give Landlord at least ten (10) business days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Article 8. Except as used hereinotherwise provided, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Lettershall include Cosmetic Alterations.

Landlord’s Consent to Alterations. Except for “Cosmetic Alterations” (as that term is defined below) and alterations made pursuant to the terms of Section 8.6 below, Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within adversely affect the Building Structure (e.g., changes to taking into account the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within fact that the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES"is a post-tension building) upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect or Building Systems or is visible from the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any negatively impacts or impairs the Building’s LEED certification. Notwithstanding the foregoing, Tenant shall be permitted to make strictly cosmetic, non-structural additions and alterations (“Cosmetic Alterations”) following five (5) business days’ notice to Landlord, but without Landlord’s prior consent, to the extent that such Cosmetic Alterations (i) do not affect the Building System Structure, Building Systems or Equipmentequipment, (ii) are not visible from the exterior of the Building, (iii) do not require a building or construction permit, (iv) cost less than $25,000.00 for a particular job of work, and (cv) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county do not negatively impair or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require impact the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofBuilding’s LEED certification. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord; provided, however. However, Tenant Landlord may make (i) cosmetic changes to the finish work withhold its consent in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering its sole and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) absolute discretion with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not Alterations which may affect the exterior appearance structural components of the Building or Common Areasthe Systems and Equipment or which can be seen from outside the Premises. Notwithstanding the foregoing, the structural aspects installation by Tenant of a Wi-Fi Network shall be governed by the Building, or any Building System or Equipment, and (c) terms of Section 8.3 below. Tenant shall perform such Acceptable Changes in a good pay for all overhead, general conditions, fees and workmanlike manner other costs and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent expenses of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and and, except with respect to Cosmetic Alterations (as defined below), shall pay to Landlord shall approve or disapprove a Landlord supervision fee of five percent (5%) of the same within fifteen (15) days after Landlord's receipt thereofcost of the Alterations. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent, but upon three (3) business days prior written notice to Landlord, to make strictly cosmetic, non-structural additions and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant alterations to the Tenant Work LetterPremises that do not (i) involve the expenditure of more than $25,000.00 in the aggregate in any twelve (12) month period during the Lease Term, (ii) affect the appearance of the Building or any areas outside the Premises, (iii) affect or impact in any way the systems or structure of the Building, or (iv) require the issuance of a building permit (collectively, “Cosmetic Alterations”).

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which materially or adversely affects the Building Structure, Building Systems or exterior appearance of the Building. However, Tenant may shall have the right to make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial interior modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consentconsent provided that such alterations do not materially or adversely affect the mechanical, (ii) cosmetic changes to electrical, plumbing or structural systems in the interior Building, and provided further that Tenant shall give Landlord notice of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon modifications at least ten (10) days prior to the commencement of such modifications. Notwithstanding the foregoing, Landlord's consent shall not be required, and Tenant shall be deemed to have provided notice to Landlord but without Landlord's prior consent provided , of the following Alterations: (a) with respect to installation in the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot Premises of the Premises for any one (1) job, personal property removed from Building 1 pursuant to SECTION 1.1.1; (b) changes in the card key security system as provided in SECTION 1.5 provided that (i) ten days advance written notice is provided to Landlord together with a detailed description of the work to be done and (ii) such Acceptable Changes do work does not adversely affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, Project-wide card key security system; and (c) Tenant shall perform such Acceptable Changes in a good installation of and workmanlike manner upgrades to communications and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations electrical equipment connecting the Premises to the Conference Facilities provided that (collectively, "APPLICABLE LAWS"). At any time Tenant proposes i) ten days advance written notice is provided to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with a detailed description, and plans and specifications for the Alterationsif applicable, and Landlord shall approve or disapprove of the same within fifteen work to be done; (15ii) days after Landlord's receipt thereof. The construction such work does not adversely affect the use of the initial improvements to the Premises shall be governed Conference Facilities or any other Common Area by the terms Landlord and/or other occupants of the Tenant Work Letter and not Project; (iii) the terms of this Article 8, and therefore, as used herein, Conference Facilities are Common Areas at the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Lettertime said work is done.

Landlord’s Consent to Alterations. Except as hereinafter provided in this Section 8.1, Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the desired date of commencement thereof, thereof and which consent (as indicated in Section 29.4 below) will not be unreasonably withheld, conditioned or delayed; provided however, that Landlord’s consent shall not be unreasonably withheld by required for Alterations which are strictly cosmetic in nature, such as paint and carpet, so long as Tenant provides Landlord with at least two (2) business days’ prior written notice of such cosmetic Alterations. With respect to Alterations for which Landlord’s consent is required, Landlord may withhold its consent in its sole discretion with respect to any proposed Alteration which would create a Design Problem. HoweverAs used in this Lease, Tenant may make a “Design Problem” means that the proposed Alteration (ia) cosmetic changes to will have an adverse effect on the finish work structural integrity of the Building; (b) is not in compliance with Applicable Laws; (c) would have an adverse effect on the Building Systems; (d) would affect the exterior appearance of the Building; (e) does not comply with the Construction Rules, Requirements, Specifications, Design Criteria and Building Standards (as defined in the Premises, not requiring any structural or other substantial modifications to Tenant Work Letter); (f) would cause unreasonable interference with the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior normal and customary office operations of any other tenant in the Building, or (g) is presented to Landlord with incomplete, missing or inaccurate information. Landlord’s consent shall not be required for Alterations which do not create a Design Problem and cost less than $75,000 per project, so long as Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon provides Landlord with at least ten (10) days business days’ prior written notice to Landlord but without Landlord's of such desired Alterations (cosmetic Alterations require only two (2) business day’s prior consent provided (a) with notice, as set forth above). With respect to the changes described in Subsection 8.1(iiiAlterations for which Landlord’s consent is required, Landlord agrees to provide its consent or a written explanation of its withholding of consent within ten (10) above onlybusiness days of Landlord’s receipt of Tenant’s notice of proposed Alterations, together with such changes do not cost in excess of Two Dollars ($2.00) per usable square foot other materials as are reasonably necessary for Landlord’s analysis of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS")proposed Alterations. At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofreasonably cooperate with Tenant in Tenant’s obtaining all necessary permits for Alterations in compliance with this Article 8. The construction of the initial improvements to Tenant Improvements in the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverIf Landlord reasonably disapproves of any Alterations, Landlord shall advise Tenant of any additional changes which may be required to obtain Landlord’s approval. If Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the proposed Alterations. Landlord's failure to provide approval or disapproval within said ten (10) business day period shall not be deemed approval or disapproval. In such event, Tenant may deliver a second request for approval at the expiration of said ten (10) business day period setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and specifications for such Alteration. Landlord’s failure to provide approval or disapproval within five (5) business days following Landlord's receipt of a Reminder Notice shall conclusively be deemed approval of Tenant’s Alterations as presented. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (i10) cosmetic changes business days' notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, to the extent that such Alterations (i) do not affect the building systems or equipment, (ii) cosmetic changes to are not visible from the interior exterior of any Tenant space within the Building (e.g.Building, changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior cost less than $100,000.00 for a particular job of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofwork. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty fifteen (3015) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverNotwithstanding the foregoing, Tenant may shall be permitted to make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least Alterations following ten (10) business days prior notice to Landlord Landlord, but without Landlord's ’s prior consent provided (a) with respect consent, to the changes described in Subsection 8.1(iii) above onlyextent that such Alterations are cosmetic only (i.e., such changes do not cost in excess installation of Two Dollars ($2.00) per usable square foot carpeting or painting of the Premises) and total less than $100,000.00 in any single instance (provided that Tenant shall not perform any Alterations to the Premises for in stages as a means to subvert this provision), provided that Tenant delivers to Landlord plans and specifications therefor, if applicable, prior to commencing any one (1) job, (b) such Acceptable Changes do Alterations and such Alterations will not affect the Building’s Structure, the provision of services to other Building tenants, or the Building’s electrical, plumbing, HVAC, life safety or mechanical systems, and are not visible from the exterior appearance of the Building or the Common Areas, the structural aspects of . “Building’s Structure” shall mean the Building’s exterior walls, or any Building System or Equipmentroof, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and (c) Tenant shall perform such Acceptable Changes in a good structural columns and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofbeams. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to or servicing the Premises (collectively, the “Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than fifteen (15) business days prior to the commencement thereof, and thereforewhich consent shall not be unreasonably withheld or delayed by Landlord, as used hereinprovided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Buildings or is visible from the exterior of the Buildings or Project. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations to the Premises following five (5) business days notice to Landlord (the “Cosmetic Alterations Notice”), but without Landlord’s prior consent, to the extent that such Alterations do not adversely affect the systems and equipment of the subject Building, exterior appearance of the subject Building, the “Historical Designation,” as that term "is defined in Section 8.6, below, of the subject Building, or structural aspects of the subject Building (the “Cosmetic Alterations" does ”); provided, however, that no Cosmetic Alterations Notice shall not refer be required for Cosmetic Alterations which do not affect the exterior appearance of the subject Building or the Historical Designation of any Building or the Project in the event that the cost of the subject Cosmetic Alternations is less than $50,000.00 (the “Minor Cosmetics Exception”). Subject to any tenant improvements installed pursuant Tenant’s rights to make Alterations with respect to the Premises, in no event shall Tenant Work Letterbe permitted to make improvements, alterations, additions, or changes to the Building, the Project, or the Common Areas, provided that any repairs requires with respect to portions of the Building, Project or Common Areas required of Tenant under this Lease shall, notwithstanding anything in this Article 8 to the contrary, be subject to the terms of this Article 8.

Landlord’s Consent to Alterations. Except for Cosmetic Alterations (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which . Such consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and Landlord shall not withhold, condition or delay its consent for any Alterations except with respect to Alterations which consent (i) do not comply with applicable laws, (ii) materially and adversely affect the Systems and Equipment or the structural aspects of the Building, (iii) can be seen from outside the Premises, (iv) unreasonably interfere with another tenant’s use of such tenant’s premises for normal business office purposes, and/or (v) do not use materials that are equal to or better than Building standard materials (each, a “Design Problem”). Notwithstanding the foregoing, with respect to any Alterations installed after the First Commencement Date that (A) create a Design Problem described in clause (iii) hereinabove and (B) are other than walls not aligned with existing columns or mullions: (1) Landlord shall act reasonably and in good faith based upon standards generally employed by Comparable Landlords (as indicated in Section 29.4 defined below) for the Comparable Buildings; and (2) Tenant may install in any space above the ground floor of the Building now or hereafter leased by Tenant pursuant to this Lease, Alterations similar to those existing in any office space in the Building as of the First Commencement Date. Any Design Problems shall not be unreasonably withheld by identified at the time Landlord’s provides consent to the Alterations. HoweverFurther notwithstanding the foregoing, Tenant may make (i) cosmetic changes to the finish work in the Premisesstrictly cosmetic, not requiring any non-structural alterations, additions or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes improvements to the interior of any Tenant space within the Building Premises (e.g.collectively, changes to the carpet, wallcovering and paint“Cosmetic Alterations”) and (iii) nonstructural changes to the interior without Landlord’s consent or payment of any supervision fee, provided that: (a) Tenant space within the Building (delivers to Landlord written notice of such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon Cosmetic Alterations at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, commencement thereof; (b) such Acceptable Changes do not affect Cosmetic Alterations shall be performed by or on behalf of Tenant in compliance with the exterior appearance other provisions of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and this Article 8; (c) Tenant shall perform such Acceptable Changes Cosmetic Alterations do not require the issuance of a building permit or other governmental approval; (d) such Cosmetic Alterations would not result in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations Design Problem; (collectively, "APPLICABLE LAWS")e) such Cosmetic Alterations do not exceed $100,000 per project. At any Any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1other than Cosmetic Alterations, Tenant's ’s notice regarding the proposed Alterations shall be provided together with the plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen ten (1510) business days after its receipt of the same in accordance with the standard for consent set forth hereinabove. In the event that Landlord shall fail to notify Tenant in writing of its approval or disapproval of a proposed Alteration within such ten (10) business day period, Landlord shall be deemed to have approved such Alteration. In the event that Landlord shall disapprove of a proposed Alteration because the same contains a Design Problem, Landlord shall notify Tenant of ifs the specific Design Problem which is the reason for such disapproval and Tenant shall have the right to resubmit for Landlord's receipt thereof’s approval modified plans and specifications to address Landlord’s reasons for disapproval to eliminate such Design Problem. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Other than Permitted Alterations (as defined below), Tenant may not make or suffer to be made any improvements, alterations, additions additions, changes, or changes repairs (pursuant to Article 7 or otherwise) to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to in accordance with the commencement thereofterms and conditions of this Article 8, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the finish work in structural portions or the Premises, not requiring any structural systems or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance equipment of the Building or Common Areas, is visible from the structural aspects exterior of the Building. Landlord may impose, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in as a good and workmanlike manner and in conformance with condition of its consent to any and all applicable federal, state, county Alterations or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove repairs of the same within fifteen (15) days after Landlord's receipt thereofPremises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Notwithstanding the foregoing, and thereforeTenant shall be permitted to make Alterations following ten (10) business days' notice to Landlord, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letterterms of this Article 8 except that Xxxxxxxx's prior consent shall not be required, to the extent that such Alterations purely cosmetic in nature (such as painting the interior of the Premises and/or removal or installation of carpeting or other flooring within the Premises), does not require a building permit, and does not exceed $50,000 per Alteration (the "Cosmetic Alterations"), and, except as expressly set forth therein to the contrary, the terms of Section 8.2, below, shall not be applicable to such Cosmetic Alterations.

Landlord’s Consent to Alterations. Tenant shall have the right, without Landlord's consent but upon five (5) business days prior Notice to Landlord, to make strictly cosmetic, non-structural additions and alterations which do not create a Design Problem ("COSMETIC ALTERATIONS") to the Premises that do not (i) affect the exterior appearance of the Building or (ii) affect the Building Systems or the Building Structure. Tenant shall also have the right to install phone, computer and telecommunications lines and cabling that do not affect the Base Building Systems and are located entirely within the Premises. Except in connection with Cosmetic Alterations, Tenant may not make any improvements, alterations, additions or changes to the Premises the Building Structure or the Building Systems (collectively, the "ALTERATIONS") without only upon first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) or approval shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, unless a Design Problem exists. HoweverA "DESIGN PROBLEM" is defined as, Tenant may make and will be deemed to exist if such Alteration will (i) cosmetic changes to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building; (ii) adversely or materially affect the Building Structure; (iii) adversely or Common Areas, materially affect the structural aspects of the Building, or any Building System or Equipment, Systems; (iv) unreasonably and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance materially interfere with any other Project occupant's normal and all applicable federal, state, county customary office operation or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes v) fail to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together comply with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofApplicable Laws. The construction of the initial improvements Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant . Subject to the terms of Article 23 of this Lease, any Exterior Signage installed by Tenant Work Lettershall comply with the provisions of this Article 8; provided, however, that item (ii) in the definition of Design Problem set forth above shall be deemed replaced by the test set forth in Section 23.5 of this Lease as to "Objectionable Name."

Landlord’s Consent to Alterations. Other than the Acceptable Changes (as defined below), Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "ALTERATIONS"“Alterations”) without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten (3010) business days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) . Landlord shall not unreasonably withhold or delay its consent for any Alterations, provided that it shall be unreasonably withheld by Landlord. However, Tenant may make (i) cosmetic changes deemed reasonable for Landlord to the finish work in the Premises, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), without Landlord's prior consent, (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior withhold its consent provided (a) with respect to any Alterations which create, or would create, a Design Problem (as that term is defined below). A “Design Problem,” individually or collectively, is defined as, and will be deemed to exist if such Alteration (or Tenant Improvement, as the changes described in Subsection 8.1(iiicase may be) above only, such changes do not cost in excess of Two Dollars will ($2.00A) per usable square foot adversely affect the structural integrity of the Premises for any one Building; (1B) job, not comply with applicable Laws; (bC) such Acceptable Changes do not adversely affect the Building Systems; (D) adversely affect the Common Areas or the exterior appearance of the Building or Common AreasProject; or (E) be inconsistent with the Base Building Plans. Tenant shall pay for all overhead, the structural aspects general conditions, fees and other costs and expenses of the BuildingAlterations; provided however, or such fees and costs shall not exceed a supervision fee equal to [***] percent ([***]%) of the cost of the Alterations (specifically excluding, in connection with, any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes (as that term is defined below) which are cosmetic in a good and workmanlike manner and nature), plus the Actual Cost incurred by Landlord for engaging third party engineers, architects or other consultants for reviewing any plans in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS")connection therewith. At any time Tenant proposes Notwithstanding anything to make Alterations which require the consent of Landlord pursuant to contrary contained in this Section 8.1, Tenant's Tenant may make non-structural, non-Building Systems interior alterations, additions or improvements to the interior of the Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that: (i) Tenant delivers to Landlord written notice regarding of such Acceptable Changes at least ten (10) business days prior to the proposed Alterations commencement thereof; (ii) such Acceptable Changes shall be provided together performed by or on behalf of Tenant in compliance with plans and specifications for the Alterationsother provisions of this Article 8; (iii) such Acceptable Changes do not adversely affect the Base Building, and Landlord cannot be seen from outside the Premises; and (v) such Acceptable Changes shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofbe performed by qualified contractors and subcontractors which normally and regularly perform similar work in Comparable Buildings. The construction of the initial improvements to the Premises (and the Landlord supervision fee therefor) shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any electrical, mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. HoweverIf Tenant 795678.02/WLA376514-00007/1-28-19/ctl/ctl -23- 630 ROSEVILLE PARKWAY[Penumbra, Inc.] requests Landlord's approval for any proposed Alterations pursuant to this Article 8, Landlord shall respond, in writing, stating whether the Alterations are approved or disapproved, and if disapproved, the grounds for such disapproval, within five (5) business days after receipt of Tenant's request for approval of the proposed Alterations; Landlord’s response shall be in writing and, if Landlord withholds its consent to any Alterations described in the plans and specifications provided to Landlord concurrently with Tenant's request for Landlord's approval thereof, Landlord shall specify in reasonable detail in Landlord’s notice of disapproval, the basis for such disapproval, and the changes to Tenant’s plans which would be required in order to obtain Landlord’s approval. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such plans within such five (5) business day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 8.1 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) Business Days after receipt by Landlord, the plans in question shall be deemed approved by Landlord, and Tenant may, subject to the other provisions of this Article 8, commence the Alterations described in such plans. If Landlord timely delivers to Tenant notice of Landlord’s disapproval of any plans, Tenant may make revise Tenant’s plans to incorporate the changes suggested by Landlord in Landlord’s notice of disapproval, and resubmit such plans to Landlord; in such event, the scope of Landlord’s review of such plans shall be limited to Tenant’s correction of the items in which Landlord had previously objected in writing. Landlord’s review and approval (ior deemed approval) cosmetic changes of such revised plans shall be governed by the provisions set forth above in this Section 8.1. The procedure set out above for approval of Tenant’s plans will also apply to any change, addition or amendment to Tenant’s plans. Notwithstanding anything in this Article 8 to the finish work in the Premisescontrary, not requiring any structural or other substantial modifications Tenant shall be permitted to the Premises make Alterations following ten (e.g.10) business days' notice to Landlord, voice/data cabling), but without Landlord's prior consent, (ii) cosmetic changes to the interior extent that (x) such Alterations are decorative only (i.e., installation of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot carpeting or painting of the Premises for any one Premises) or (1) job, (by) such Acceptable Changes Alterations (i) do not affect the Building Structure or Building Systems, (ii) are not visible from the exterior appearance of the Building or Common Areas, the structural aspects of the Building, (iii) do not require a building or any Building System or Equipmentconstruction permit, and (civ) cost less than $250,000.00 for a particular job of work. Additionally, Tenant shall will have the right, without the necessity of Landlord’s prior written consent so long as the work does not affect the Base Building in any material or adverse way, to perform any work related to Tenant’s clean rooms or other operational space that may be necessitated by Tenant’s obligation to comply with regulatory or industry guidelines regarding the operation of such areas or in response to regulatory inspections or other audits, it being acknowledged by Landlord that Tenant’s obligation to continue operating within the Premises on a continuous basis requires the ability from time to time, to perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereofcompliance work immediately. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or the Building or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises or the Building which affect the Building Structure, Building Systems or exterior appearance of the Building (collectively, the "ALTERATIONS") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty ten business (3010) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld withheld, conditioned or delayed by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the Building Structure, Building Systems or exterior appearance of the Building, unless Tenant implements such reasonable conditions as Landlord may require to eliminate, or mitigate, to Landlord's reasonable satisfaction, such adverse affect. HoweverNotwithstanding the foregoing sentence, Tenant may make (i) cosmetic Landlord's consent shall not be required for decorative changes to the finish work in the Premises, which do not requiring affect the Building Structure, Building Systems or exterior appearance of the Building. Tenant shall use Landlord's mechanical, electrical and plumbing engineer(s) for all mechanical, electrical and plumbing design(s) for the Building, provided that the cost of the services provided by such engineer(s) is competitive. Notwithstanding anything to the contrary, Landlord's "consent" to any structural Alterations shall only constitute permission for Tenant to proceed with the requested work, and shall not be deemed to constitute a representation or other substantial modifications agreement on the part of Landlord that it has reviewed the plans and/or specifications for any such Alterations or approved the methods by which Tenant proposes to construct or install such work. No additional locks shall be placed upon any doors, windows or transoms in or to the Premises (e.g.or the Building, voice/data cabling)nor shall Tenant change existing locks or the mechanism thereof, without Landlord's prior consent, (ii) cosmetic changes which consent shall be given if Tenant provides to Landlord keys and/or access cards for use only in emergency situations threatening injury to persons and damage to property. Notwithstanding anything to the interior contrary, no awnings or other projections shall be attached to the outside walls (building perimeter) of any Tenant space within the Building (e.g., changes to the carpet, wallcovering and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior written consent, which consent provided (a) with respect to the changes described may be withheld in Subsection 8.1(iii) above only, such changes do not cost in excess of Two Dollars ($2.00) per usable square foot of the Premises for any one (1) job, (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWS"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Lettersole discretion.

Landlord’s Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "ALTERATIONSAlterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent (as indicated in Section 29.4 below) shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the Building Structure portions or the Building Systems or is visible from the exterior of the Building. HoweverIf Landlord disapproves of any proposed Alterations, Landlord shall respond, in writing, stating the grounds for such disapproval, within ten (10) business days after receipt of Tenant’s request for approval of the proposed Alterations. If Landlord fails to respond with its approval or disapproval within ten (10) business days after receipt of Tenant’s request, then Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: "LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S ALTERATION" (the "Reminder Notice"). Any such Reminder Notice shall include a complete copy of Tenant's plans and specification for such Alteration. If Landlord fails to respond within five (5) business days after receipt of a Reminder Notice, then Tenant’s Alteration for which Tenant requested Landlord's approval shall be deemed approved by Landlord. Notwithstanding the foregoing, Tenant may shall be permitted to make Alterations following ten (i10) cosmetic changes business days’ notice to the finish work in the PremisesLandlord, not requiring any structural or other substantial modifications to the Premises (e.g., voice/data cabling), but without Landlord's prior consent, to the extent that such Alterations do not (i) adversely affect the Building System or Building Structure, or effect the exterior appearance of the Building, or (ii) cosmetic changes to the interior of any Tenant space within the Building (e.g., changes to the carpet, wallcovering cost more than One Hundred Fifty Thousand and paint) and (iii) nonstructural changes to the interior of any Tenant space within the Building (such cosmetic and nonstructural changes to be referred to hereafter collectively as the "ACCEPTABLE CHANGES") upon at least ten (10) days prior notice to Landlord but without Landlord's prior consent provided (a) with respect to the changes described in Subsection 8.1(iii) above only, such changes do not cost in excess of Two 00/100 Dollars ($2.00150,000.00) per usable square foot of the Premises for floor in any one (1) job, calendar year (b) such Acceptable Changes do not affect the exterior appearance of the Building or Common Areas, the structural aspects of the Building, or any Building System or Equipment, and (c) Tenant shall perform such Acceptable Changes in a good and workmanlike manner and in conformance with any and all applicable federal, state, county or municipal laws, rules or regulations (collectively, "APPLICABLE LAWSCosmetic Alterations"). At any time Tenant proposes to make Alterations which require the consent of Landlord pursuant to this Section 8.1, Tenant's notice regarding the proposed Alterations shall be provided together with plans and specifications for the Alterations, and Landlord shall approve or disapprove of the same within fifteen (15) days after Landlord's receipt thereof. The construction of the initial improvements to the Premises Premises, the Must-Take Space and any First Offer Space shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8, and therefore, as used herein, the term "Alterations" does not refer to any tenant improvements installed pursuant to the Tenant Work Letter.