Common use of Performance of Tenant’s Work Clause in Contracts

Performance of Tenant’s Work. (a) Tenant agrees to complete at Tenant's sole cost and expense all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance of the Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlord.

Performance of Tenant’s Work. (a) Tenant agrees to complete at As soon as practicable after Landlord shall have approved Tenant's sole cost plans and expense specifications and possession of the Premises shall be made available to Tenant and Tenant shall have obtained all work Necessary Approvals with respect to the Leased Premises as shown on the commencement of Tenant's final construction Work, Tenant shall enter the Premises and shall proceed with due diligence and dispatch to make improvements and install fixtures and other equipment and a full stock of inventory therein, in accordance with the approved plans and specifications and all Governmental Requirements. Such work and installation shall not interfere with any work to be done by Landlord in other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance portions of the Tenant's Work Shopping Center, shall be done with labor which is not incompatible with other labor employed at the Shopping Center without creating any conflict or work stoppage with, under or as a result of top quality and in new condition. All systems shall any labor agreement to which Landlord or its contractors may be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesparty, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codessuch rules and regulations as Landlord may reasonably make. Except for Landlord's negligence and willful acts (subject, laws and regulations. (c) Subject however, to the provisions waiver of paragraph 4(c) hereinsubrogation elsewhere set forth in this Lease), Landlord shall have no responsibility or liability whatsoever for any loss of or damage to any fixtures or other equipment or inventory installed or left in the Premises, and Tenant's entry on and occupancy of the Premises shall be governed by and subject to all the provisions, covenants and conditions of this Lease other than those requiring payment of Rent. Prior to commencing any construction work in the Premises, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded obtain a building permit and reputable contractors, furnish a copy of same to Landlord and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) deposit with Landlord (or cause its general contractor to deposit) the Construction Deposit set forth in LandlordArticle 1, said deposit (less any amount retained by Landlord as reimbursement for sums expended in performing Tenant's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in obligations) shall be returned upon completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlord.---------- *** confidential treatment requested

Performance of Tenant’s Work. (a) Tenant agrees to complete Once Tenant’s Plans have been approved by Landlord, Tenant, at Tenant's its sole cost and expense all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance of the Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors ’s Contribution), shall promptly commence and subcontractorswith all due diligence perform Tenant’s Work as set forth on the Approved Plans, which consent shall not be unreasonably withheldand, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work. Landlord shall reasonably cooperate at no expense to Landlord with the Tenant in obtaining any such permits or approvals. All of Tenant's ’s Work shall be licensed, bonded performed in accordance with the Approved Plans and reputable contractors, in accordance with applicable Legal Requirements and Insurance Requirements and in such manner as to maintain harmonious labor relations. Tenant shall comply with require that its contractors provide to Landlord such insurance as is required by the Lease. In the event that Xxxxxx’s use of any applicable law and reasonable work rules and regulations established by Landlord from time to time contractors for all work the performance of Xxxxxx’s Work results in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in any labor disharmony that actually delays substantial completion of the Landlord’s Work, it shall constitute a Tenant Delay. Provided a written set of the same are delivered to Tenant prior to the commencement of Tenant’s Work and any other work in which the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights may perform under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against provide such reasonable rules and regulations relative to the performance of the same and Tenant Allowance (shall abide by the same and shall cause all of its contractors to so abide. Tenant’s Work shall be deemed substantially completed when Xxxxxx’s Work has been completed in accordance with the Approved Plans, as certified by Tenant’s Architect, subject only to so-called “Tenant Punch-List Items” “Tenant Punch-List Items” shall be defined below) any monies incurredas minor, payable or paid by or on behalf punch list-type items of work and adjustment of equipment and fixtures that can be completed after Xxxxxx’s occupancy of the Premises without, in the aggregate, causing material interference with Xxxxxx’s use and occupancy. Xxxxxxxx agrees to reasonably cooperate at no expense to Landlord with respect Tenant to which Landlord is entitled to be indemnifiedobtain a final certificate of occupancy for the Premises and Tenant’s Work, or may invoice following the same as Additional Rent pursuant to substantial completion of the Lease Tenant’s Work and payable upon demand from Landlordinstallation of Tenant’s furniture, fixtures and equipment in the Premises.

Performance of Tenant’s Work. (a) After approval of Tenant's Plans, Landlord shall obtain bids from outside contractors approved by Landlord and Tenant to perform Tenant's Work. Landlord agrees to complete at use the contractor providing the lowest bid (any such contractor selected to be "Contractor" hereunder), and such bid price plus Landlord's direct contractor costs(s) shall for purposes of this Lease be the "Cost of Tenant's sole cost and expense all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancyWork". (b) All If Landlord shall be delayed in completing Landlord's construction as a result of: (i) Tenant's request for materials used or finishes other than Landlord's standard; or (ii) Tenant's changes in the approved plans; or (iii) Tenant's failure to approve the plans and specifications or the estimate of construction costs in a timely manner pursuant to the provisions herein; or (iv) The performance of work by a person, firm or corporation employed by Tenant and delays in the completion of said work by said person, firm or corporation, then Tenant shall pay to Landlord any additional cost to Landlord in completing Landlord's construction resulting from any of the foregoing failures, acts or omissions of Tenant's Work . All such delays in this Section shall be of top quality a Tenant delay and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, not cause any extension or cause its contractor to perform, all delay of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulationsCommencement Date. (c) Subject to Promptly after approval of Tenant's Plans and the provisions "Cost of paragraph 4(cTenant's Work" (as hereinafter defined) hereinby Landlord and Tenant, and provided Tenant has paid Landlord the "Cost Differential" (as hereinafter defined), if any, Landlord shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the cause construction of Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, commenced. Landlord shall use reasonable efforts to cause Tenant's Work to be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees completed substantially in accordance with Tenant's permitted contractors and subcontractorsPlans in an expeditious manner after commencement thereof, irrespective subject, however, to an extension of whether Tenant employs said time equal to the period of time that the performance of Landlord's contractor another contractor obligations is prevented, delayed, retarded or subcontractorhindered by acts of God, weather or unusual severity, fire, earthquake, flood, explosion, action of the elements, malicious mischief, inability to procure or general shortage of labor, services material, equipment, facilities, or supplies in the open market, failure of transportation, strikes, lockouts, actions of labor unions, condemnation, public requisition, laws, orders of government or civil or defense authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of Landlord ("Unavoidable Delays"). In any Unavoidable Delays during the course of performing Tenant's Work, the number of days set forth above in this Paragraph shall be increased each time by a number of days equal to the number of days of each such delay. (d) Tenant shall defendhereby appoints Xxxxx Xxxxx ("____") as the construction manager, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out authorized representative of or in connection with, the performance Tenant for purposes of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of dealing with Landlord with respect to which all matters involving, directly or indirectly, Tenant's Plans and Tenant's Work including without limitation, change orders to Tenant's Plans (the "Designated Representative"). Tenant hereby warrants and represents to Landlord that the Designated Representative has the requisite power and authority to deal with Landlord in the manner contemplated herein and that Tenant shall be bound by the acts and omissions of the Designated Representative. Xxxxx shall be responsible for directing Tenant's Work and for interfacing with Contractor on a day-to-day basis. (e) Subject to the provisions set forth in this Exhibit C and Landlord's receipt of a building permit, Landlord shall commence construction of Tenant's Work within ten (10) days after final approval by Landlord of Tenant's Plans and approval by Landlord of the cost to complete Tenant's Work (the "Cost of Tenant's Work"). (f) The Allowance is entitled provided to be indemnifiedhelp Tenant pay for Tenant's Work. Landlord shall disburse the Allowance in monthly progress payment installments, provided Tenant has submitted invoices, certificates of insurance, a Tenant's affidavit, partial or final lien waivers (as appropriate) and affidavits of payment by Contractor and all subcontractors, sub-subcontractors and material suppliers, and such other evidence as Landlord reasonably requires to evidence that the cost of the tenant improvements or other costs has been paid, or is being paid with such draw, and that no mechanic's or other liens have been or may invoice be filed against the same as Additional Rent pursuant Building or Premises arising out of the design or performance of Tenant's Work. Funding of portions of the Allowance shall also be subject to Landlord retaining amounts held under such contracts, with ten percent (10%) being retained under the Lease contract of Contractor, and payable upon demand from five percent (5%) of the entire amount of the Allowance being retained until completion of Tenant's Work in accordance with this Exhibit, and also subject to Landlord's reasonable assurances that all subcontractors, material suppliers and other such vendors have been and are being paid on a timely basis. Invoices related to draws of the Allowance may only be submitted once per month, and proper, conforming requests submitted by the 20th day of any month shall be paid on or about the 15th day of the next month.

Performance of Tenant’s Work. (a) Tenant agrees to complete at Tenant's sole cost and expense all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises shall be fully responsible for Tenant's occupancy. (b) All materials used in the performance of Tenant's Work. Tenant shall be responsible for, and shall pay on or before the dates when due, all costs and expenses related to Tenant's Work, including, but not limited to, architects' and engineers' fees and charges, permits and other governmental fees and charges and all direct and/or indirect construction costs. The contractor(s) performing Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject subject to the provisions prior written approval of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent approval shall not be unreasonably withheld, conditioned or delayed) . Landlord hereby approves any of Sasso, John Moriarty & Associates, Shawmut Design & Construction, Xxxxer Xxxxxxxxxxxx or The Richmond Company as a contractor to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the pexxxxx Tenant's Work. Tenant may commence Tenant's Work after Landlord has achieved Partial Completion. All of Tenant's Work shall be licenseddone in a good and workmanlike manner using new and high quality materials, bonded in accordance with the provisions of all Legal Requirements and reputable contractors, insurance requirements applicable thereto and in accordance with the requirements of Section 7.5. Tenant shall comply with any applicable law at its sole cost and reasonable expense do all work rules necessary and regulations established by Landlord take all other steps required in order to obtain and maintain a certificate of occupancy for such portions of the Premises as Tenant intends to occupy from time to time for all work in the Leased Premises (includingtime; provided, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgementhowever, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by that Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees compliance of Landlord's Work with Legal Requirements. Landlord may conduct such inspections of Tenant's permitted contractors and subcontractorsWork as Landlord, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) in its sole discretion, determines. In addition to amounts payable pursuant to Section 3.3(a)(iii), Tenant shall defendpay to Landlord the sum of 2.5% of the cost of Tenant's Work to compensate Landlord for its time and expenses in connection with the inspection and review of Tenant's Work (such amount to be paid monthly based upon costs incurred); provided, indemnify however, that the maximum amount that Tenant shall be required to pay to Landlord under this sentence shall be $250,000. All such inspections and hold harmless reviews are for the sole benefit of Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right no liability or obligation to offset against the Tenant Allowance (as defined below) or any monies incurred, payable or paid by or on behalf of Landlord other Person with respect to which Landlord is entitled to be indemnified, Tenant's Work or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordperformance thereof.

Performance of Tenant’s Work. (a) Tenant agrees to complete at Tenant's sole cost and expense all work to the Leased Premises as shown on the Tenant's final shall adopt a construction plans and specifications and all other work necessary to complete the Leased Premises schedule for Tenant's occupancy. (b) All materials used Work and shall perform Tenant's Work in such a way as not to hinder or delay Landlord's operations in the Building. Any costs incurred by Landlord as a result of any interference with Landlord's operations by Tenant or its contractors shall be paid by Tenant to Landlord upon demand. Tenant's contractor and all primary subcontractors shall be subject to Landlord's prior written approval, not to be unreasonably withheld or delayed, and to the administrative supervision of the Landlord. Tenant shall utilize and retain the Xxxxxx Group to manage the performance of the Tenant's Work. Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, comply with all of the following requirements: (a) Tenant's Work shall not proceed until Landlord has approved in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractorswriting, which consent approval shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: following: (i) Tenant's contractors, (ii) the contractors employed in connection with the amount and coverage of public liability and property damage insurance carried by Tenant's contractors, and (iii) complete and detailed plans and specifications for Tenant's Work. (b) Tenant's Work shall be licensedperformed in conformity with a valid permit when required, bonded and reputable contractorsa copy of which shall be furnished to Landlord before such work is commenced, and with the Final Plans (as defined below). In any event, all Tenant's Work shall comply with all applicable laws, codes and ordinances of any governmental entity having jurisdiction over the Building. Landlord shall have no responsibility for Tenant's failure to comply with such applicable law laws. (c) Tenant or its contractors shall employ union labor to the extent necessary to insure, so far as may be possible, the progress of the Tenant Improvements and reasonable other work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building without interruption on account of strikes or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractorstoppages. (d) Tenant or its contractors shall defend, indemnify arrange for necessary utility and hold harmless hoisting service with Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after shall pay such reasonable costs for such services as may be charged by Landlord. There shall be no charge for Tenant's use of the Lease Commencement Date, arising from or out of or in connection with, freight elevator during the performance of the Tenant's Work, and, without limiting the foregoing. . (e) Tenant shall promptly pay Landlord shall have the right to offset against the upon demand for any extra expense incurred by Landlord by reason of faulty work done by Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnifiedits contractors, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordby reason of inadequate cleanup by Tenant or its contractors.

Performance of Tenant’s Work. Promptly after Landlord’s approval of the Plans therefor (athe “Approved Plans”) and receipt by Tenant agrees of all required permits and approvals, Tenant shall commence and exercise all reasonable efforts to complete at Tenant's sole cost and expense all work ’s Expansion Premises A Work or Tenant’s Expansion Premises B Work, as the case may be (each referred to the Leased Premises for purposes of this Section as shown on the “Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancy. (b’s Work”) All materials used in the performance of the Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered performed by a standard manufacturers and installation warrantiesgeneral contractor reasonably approved by Landlord, and Tenant shall perform, or cause its contractor such approval not to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with under a written construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such contract. The approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of Tenant's general contractor shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, the defaults or other acts or omissions of the general contractor. Prior to commencing Tenant’s Work, Tenant shall obtain and provide Landlord with copies of, all state, local and other necessary permits and shall carry such insurance and require its rights contractors to carry such insurance as is required under the Lease)Lease (naming Landlord, Landlord’s property manager, any holder of any Security Document and any other parties reasonably designated by Landlord as additional insureds) and shall deliver insurance certificates with respect to such insurance. In addition, Landlord may reasonably monitor the progress of Tenant's Work, including, without limitation, attend any weekly or other periodic job meetings. Any review and monitoring of Tenant’s Work by Landlord shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, Tenant’s Work. Tenant shall be responsible pay to Landlord, as additional rent, the reasonable costs of Landlord’s third party engineers and other third party consultants (but not Landlord’s on-site management personnel) for negotiating the cost of monitoring Tenant’s Work and for the cost of review of all fees with plans, specifications and working drawings for the Tenant’s Work, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. Within forty‑five (45) days after completion of any Tenant's permitted contractors and subcontractorsWork, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless provide to Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance "as-built" plans of the Tenant's Work, and, without limiting the foregoing. Landlord Tenant shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of provide Landlord with respect to which Landlord is entitled to be indemnified, or may invoice copies of the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordcertificate of occupancy for any Tenant's Work that requires a certificate of occupancy reasonably promptly after completion of such Tenant's Work.

Performance of Tenant’s Work. Promptly after approval of the Plans (athe “Approved Plans”) and receipt by Tenant agrees to complete at of all permits and approvals required for Tenant's sole cost ’s Work, Tenant shall commence and expense exercise all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary reasonable efforts to complete the Leased Premises work specified therein (“Tenant’s Work”). All of Tenant’s Work shall be completed in accordance with the Approved Plans and the requirements for Tenant's occupancy. (b) All materials used alterations and improvements made by or on behalf of Tenant set forth in this Lease and in the performance of the Rules and Regulations. Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered performed by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its general contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to approved by Landlord's consent over such contractors and subcontractors, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with under a written construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such contract. The approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of Tenant's general contractor shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, the defaults or other acts or omissions of its rights under the Lease)general contractor. Prior to commencing Tenant’s Work, Tenant shall be responsible for negotiating obtain and provide Landlord with copies of, all fees with state, local and other necessary permits and shall carry such insurance (naming Landlord, Landlord’s property manager, any Holder and any other parties reasonably designated by Landlord as additional insureds) and obtain such payment, performance and lxxx xxxxx as Landlord shall reasonably require or other security reasonably designated by Landlord. In addition, Landlord may monitor the progress of Tenant's permitted contractors Work, including, without limitation, attend any weekly or other periodic job meetings. Any review and subcontractorsmonitoring of Tenant’s Work by Landlord shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, irrespective or arising out of, Tenant’s Work. Within forty-five (45) days after completion of whether Tenant employs Landlordany Tenant's contractor another contractor or subcontractor. (d) Work, Tenant shall defend, indemnify and hold harmless provide to Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance "as-built" plans of the Tenant's Work, and, without limiting . Tenant shall provide Landlord with copies of the foregoingcertificate of occupancy for any Tenant's Work that requires a certificate of occupancy reasonably promptly after completion of such Tenant's Work. Nothing herein shall be construed as permitting Tenant to occupy all or any portion of the Premises for which Tenant has not obtained a certificate of occupancy or otherwise failed to comply with applicable legal requirements. Landlord shall have the right agrees to offset against the cooperate with Tenant Allowance (in obtaining any certificate of occupancy, so long as defined below) Tenant reimburses any monies incurred, payable or paid costs incurred by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordin connection therewith.

Performance of Tenant’s Work. The following provisions are in addition to and dx xxx waive any other provisions in this Schedule "C" or the provisions contained in the Lease between the Tenant and the Landlord: (a) Tenant agrees to complete at All Tenant's sole cost Work shall be performed in accordance with Landlord-approved Tenant drawings and expense specifications, and in accordance with all work applicable governing codes and regulations. All drawings to be submitted for the Leased Premises as shown on Landlord's approval within thirty (30) days of the unconditional acceptance of the Offer; each full day after thirty (30) days following the acceptance of this Offer that the Landlord is not in receipt of the Tenant's final construction plans and specifications and all other work necessary drawings shall result in the Commencement Date being postponed by one (1) full day without penalty to complete the Leased Premises for Landlord. Before performing any Tenant's Work, the Tenant shall secure and demonstrate to the Landlord on demand, all necessary permits. Upon completion, the Tenant shall secure all applicable certificates of completion and occupancy. (b) All materials used in the performance of the Tenant's Work shall be of top quality completed with new materials. Material and in new condition. All systems workmanship shall be of a uniformly high quality performed in good working order when completedaccordance with the very best standards of practice and subject to the approval of the Landlord and/or its Architect/Engineer. All equipment installed shall be Underwriter's Laboratory approved and be covered Any damage to the Leased Premises or the Building caused by a standard manufacturers and installation warranties, and Tenant shall performthe Tenant, or cause any of its contractor to performemployees, all of contractors, or workmen, will be repaired forthwith by the Landlord at the Tenant's Work in expense plus a good and workmanlike manner and in compliance with all applicable codes, laws and regulationsfifteen percent (15%) administration fee. (c) Subject to the provisions of paragraph 4(cThe Tenant and his contractor(s) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not impose a greater load on any concrete floor than the design live load of 100 pounds per square foot uniformly distributed. No unusual loads may be unreasonably withheld, conditioned or delayed) to perform any work in suspended from the Leased Premises, provided that: (i) underside of the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit ceiling structure. SCHEDULE "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlord." DEFINITIONS

Performance of Tenant’s Work. (a) Tenant agrees to complete at shall not effect any Tenant's sole cost and expense all work Work (or any alterations or additions to the Leased Premises as shown on after performance of Tenant's Work) that might (i) diminish the value of the Premises for laboratory/office use, or (ii) require any unusual expense to re-adapt the Premises for any laboratory/office use. Tenant's Work shall be performed in accordance with complete, consistent, final construction drawings and specifications ("Construction Documents") approved in advance by Landlord in writing, which approval shall not be unreasonably withheld. The Construction Documents shall be prepared and stamped by Tenant's Architect and approved by Landlord in writing. Landlord reserves the right to reject, in whole or in part, the Construction Documents which in its reasonable opinion fail to comply with the provisions of this Lease within fifteen (15) business days of its receipt thereof (the "Review Period"). The Review Period shall not commence unless and until Tenant delivers a complete set of Construction Documents. If Landlord shall disapprove the Construction Documents, it shall state specifically the reasons therefor, and Tenant shall promptly revise and resubmit the Construction Documents. If Landlord fails to respond to Tenant's request for approval of the Construction Documents within the Review Period then the Construction Documents shall be deemed approved. Tenant shall be solely responsible for the liabilities of and expenses of all architectural and engineering services relating to Tenant's Work and for the adequacy, accuracy, and completeness of the Construction Documents approved by Landlord unless Tenant elects that Landlord advance the Tenant Allowance (and if so elected, then only to the extent of the Tenant Allowance). The Construction Documents (i) shall set forth in detail the requirements for construction of the Tenant's final construction plans Work (including all architectural, mechanical, electrical and specifications structural drawings and detailed specifications), (ii) shall be fully coordinated with one another and with field conditions as they exist in the Premises and elsewhere in the Building, and (iii) shall show all other work necessary to complete the Leased Premises for Tenant's occupancy. Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. Tenant agrees to hold Landlord harmless if any Tenant's Work described in the Construction Documents (a) fails to comply with all applicable laws, regulations, building codes, and building design standards, (b) All materials used in any manner affects any structural component of the Building (including, without limitation, exterior walls, exterior windows, core walls, roofs or floor slabs), (c) in any respect is incompatible with the electrical and mechanical components and systems of the Building, (d) affects the exterior of the Building, (e) fails to conform to floor loading limits, and (f) with respect to all materials, equipment and special designs, processes, or products, infringes on any patent or other proprietary rights of others. Landlord's approval or deemed approval of the Construction Documents and the performance of the Tenant's Work pursuant to the Construction Documents shall be not result in any liability of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesLandlord, except to the extent that Tenant elects to have Landlord advance the Tenant Allowance, and Tenant Landlord's approval of Construction Documents shall performsignify only Landlord's consent to Tenant's Work shown thereon and shall not result in any responsibility of Landlord concerning compliance of Tenant's Work with laws, regulations, or cause its contractor codes, coordination of any aspect of Tenant's Work with any other aspect of Tenant's Work, or the feasibility of constructing Tenant's Work without material damage or harm to performthe Building, all of which shall be the sole responsibility of Tenant. After Tenant's Contractor has been approved, then the same may thereafter be used by Tenant until Landlord notifies Tenant that Tenant's Contractor is no longer approved due to Tenant's Contractor's failure to comply in any material respect with the requirements of the Construction Documents and/or this Lease. Tenant shall procure all necessary governmental permits, licenses and approvals before undertaking any Tenant's Work. Tenant shall perform all Tenant's Work at Tenant's risk in compliance with all applicable laws, codes and regulations and in a good and workmanlike manner employing new materials of good quality. When any Tenant's Work is in progress, Tenant shall cause to be maintained (i) insurance as may be required by Landlord covering any additional hazards due to such Tenant Work, and (ii) a statutory lien bond pursuant to M.G.L. c.254, Section 12 or any successor statxxx (xx xuch other protection of Landlord's interest in compliance the Building and Lot against liens as Landlord may reasonably require), in each case for the benefit of Landlord. It shall be a condition of Landlord's approval of any Tenant's Work that certificates of such insurance and a lien bond in recordable form, both issued by responsible insurance cxxxxxxxx qualified to do business in Massachusetts and reasonably approved by Landlord, shall have been deposited with Landlord, that Tenant has provided Tenant's certification of the insurable value of the work in question for casualty insurance purposes, and that all of the other conditions of the Lease have been satisfied. Tenant shall reimburse up to $10,000.00 for Landlord's reasonable costs of reviewing proposed Tenant's Work and Inspecting installation of the same provided however, that if Tenant elects to have Landlord advance the Tenant Allowance, such costs may be paid from the Tenant Allowance. At all times while performing Tenant's Work, Tenant shall require any Tenant's Contractor to comply with all applicable codeslaws, laws regulations, permits and regulations. (c) Subject policies relating to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the work. In performing Tenant's Work shall be licensedWork, bonded and reputable contractors, and each Tenant's Contractor shall comply with Landlord's requirements set forth in Section 3.2.1, the first paragraph of Section 3.3, Section 5.1.5 and Section 5.2.3 hereof relating to the time and methods for such work, use of delivery elevators and other Building facilities and each Tenant's Contractor shall not interfere or disrupt Landlord's Contractor. Each Tenant's Contractor shall in all events work on the Premises without causing labor disharmony., coordination difficulties, or delay or impair any applicable law guaranties, warranties or obligations of any contractors of Landlord. If any Tenant's Contractor uses any Building services or facilities, such Contractor, jointly and reasonable work rules and regulations severally with Tenant, shall agree to reimburse Landlord for the cost thereof based on Landlord's schedule of charges established by Landlord from time to time for all work in the Leased Premises (includingand if no such charges have been established, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in then based on Landlord's reasonable judgementcharge established at the time). Each Tenant's Contractor shall, by entry into the Building, be deemed to have agreed to indemnify and hold Landlord harmless from any claim, loss or expense arising in whole or in part out of any act or neglect committed by such work person while in the Building, to the same extent as Tenant has so agreed in this Lease, the indemnities of Tenant and Tenant's Contractor to be joint and several. Tenant shall pay on or prior to date when any such payment is due, either from its own funds or from the identities Tenant Allowance if Tenant elects to have Landlord advance the Tenant Allowance, the entire cost of all Tenant's Work so that the Premises shall always be free of liens for labor or presence materials. If any mechanic's lien (which term shall include all similar liens relating to the furnishing of such contractors labor and materials) is filed against the Premises or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or any part thereof which is claimed to be attributable to Tenant, its agents, employees or contractors, Tenant shall promptly discharge the same by payment or filing any necessary bond within thirty (30) days after Tenant has notice (from any source) of such mechanic's lien. Landlord may, as a condition of Its approval of any Tenant's Work, require Tenant to deposit with Landlord a bond, letter of credit or other similar security in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from the amount of Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable reasonable estimate of the value of such Work securing Tenant's obligations to make payments for such Work. Landlord shall permit Tenant and Tenant's Contractor access to the construction Premises prior to the Commencement Date for the performance of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Work if Tenant employs Landlord's contractor Contractor or another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless approved by Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, for the performance of Tenant's Work and if the concurrent performance of the Base Building Improvements and Tenant's Work will not delay the Substantial Completion Date. Subject to the foregoing, Landlord shall cooperate with Tenant's Contractor in connection with Tenant's Work. If Tenant elects to have Landlord advance the Tenant Allowance, and, without limiting Tenant shall provide Landlord with a budget and copies of all contracts entered into with respect to Tenant's Work and such ether information as Landlord reasonably may request. The Tenant Allowance shall be advanced to Tenant by Landlord no more frequently than monthly against costs then incurred but unpaid by Tenant with respect to Tenant's Work. The Tenant Allowance shall be advanced to Tenant in the foregoing. Landlord shall have the right to offset against proportion which the Tenant Allowance bears to Tenant's budget, as the same may be updated, for Tenant's Work. Tenant shall make application to Landlord for an advance of the Tenant Allowance at least ten (as defined below10) any monies incurred, payable or paid by or on behalf of Landlord with respect business days prior to the date upon which Landlord an advance is entitled to be indemnifiedmade. Such application shall be on such form or forms as Landlord reasonably may require, or and shall be accompanied by invoices, receipts, lien waivers and such other documents as Landlord reasonably may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordrequire.

Performance of Tenant’s Work. Tenant shall perform the Tenant’s Work subject and pursuant to the terms and provisions of this Lease (including, without limitation, Article 8 and Article 9 thereof) and the following terms and provisions: (a) Tenant agrees shall procure and deliver to complete at Tenant's sole cost Landlord upon request all such licenses, permits and expense approvals from all work governmental authorities as are necessary to the Leased Premises as shown on permit the Tenant's final construction plans ’s Work to be commenced and specifications continued to completion and all other work necessary the so constructed Premises to complete be occupied for the Leased Premises for Tenant's occupancyPermitted Use. (b) All materials used in Tenant shall make all such contracts and arrangements as shall be necessary or desirable for the performance construction and installation of the Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease)’s Work. Tenant shall provide Landlord with a list of all contractors, subcontractors and materialmen to be responsible utilized by or for negotiating all fees Tenant with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of respect to the Tenant's ’s Work, and, without limiting the foregoing. Landlord if requested by Landlord, Tenant shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of promptly provide Landlord with respect to which Landlord is entitled to be indemnifiedtrue, or may invoice the same as Additional Rent pursuant correct and complete copies of all construction and architect’s contracts relating to the Lease Tenant’s Work. Such contractors, subcontractors and payable materialmen must be satisfactory to Landlord in Landlord’s reasonable discretion, and shall not be employed without Landlord’s written approval first obtained. Tenant and Tenant’s contractors shall use qualified craftsmen and laborers who are compatible with the trade unions operating in the Building (if any) and Tenant shall take promptly upon Landlord’s demand from Landlordall measures necessary to avoid labor unrest in the Premises and in the Building which is caused by Tenant or Tenant’s contractors. Tenant shall cause all contractors to procure performance bonds and shall provide Landlord with evidence thereof.

Performance of Tenant’s Work. (a) Tenant agrees Prior to complete at Tenant's sole cost and expense all work start of any construction related to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance of the Tenant's ’s Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) hereinwhich requires such plans, Tenant shall have deliver detailed construction plans (the right to select its own contractors and subcontractors (subject “Tenant Improvement Plans”) to Landlord's consent over such contractors , and subcontractorsLandlord shall, within eleven (11) business days of receipt of the Tenant Improvement Plans, notify Tenant in writing of its approval, which consent shall not be unreasonably withheld, conditioned or delayed, or its disapproval, which shall include the specific reasons for such disapproval and a detailed description of the revisions to the proposed Tenant Improvement Plans that Landlord requires prior to granting such approval. If Landlord fails to deliver said notice within eleven (11) business days, Tenant may resubmit the Tenant Improvement Plans with a written notice to perform any work Landlord, delivered by overnight courier, which shall state, in all capital letters, minimum 12-point font and bold type “IMPORTANT NOTICE. FAILURE TO RESPOND WITHIN SEVEN (7) DAYS SHALL HAVE IMPORTANT CONSEQUENCES. SPECIFICALLY, THE TENANT IMPROVEMENT PLANS SUBMITTED BY TENANT IN THIS PACKAGE SHALL BE DEEMED APPROVED AND TENANT MAY COMMENCE CONSTRUCTION OF ITS IMPROVEMENTS TO THE PREMISES WITHOUT LANDLORD CONSENT.” If following seven (7) business days after receipt of such second submission, the Leased PremisesLandlord does not respond with specific reasons for disapproval, provided that: (i) the contractors employed in connection with the Tenant's Work Tenant Improvement Plans shall be licensed, bonded deemed approved and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against commence construction based on such Tenant Improvement Plans. In the event that the Tenant Allowance Improvement Plans are disapproved by Landlord, Tenant shall have the right to revise and resubmit the Tenant Improvement Plans to Landlord for approval pursuant to the approval process set forth in this paragraph, except Xxxxxxxx’s response shall be due within seven (7) business days following Xxxxxx’s submittal. Notwithstanding Landlord’s review and approval of the Tenant Improvement Plans or a Plan Change (as defined below) ), Landlord shall have no responsibility or liability whatsoever for any monies incurrederrors or omissions contained in the Tenant Improvement Plans or Plan Change, payable or paid to verify dimensions or conditions, or for the quality, design or compliance with Applicable Law of any improvements described therein or constructed in the Premises, and Tenant hereby waives all claims against Landlord relating to, or arising out of the Tenant Improvement Plans or Plan Change, except to the extent caused by or Xxxxxxxx’s failure to comply with its obligations under this Lease. It is anticipated that the Tenant’s Work shall mean generally the performance of the following work, as indicated on behalf the Landlord approved Tenant Improvement Plans, using commercially reasonable standard methods and materials: Front of Landlord with respect to which Landlord is entitled house (Service counter & Dining Room): • Lobby tile floor needs to be indemnifiedupdated to Wings Over current standards • Counter tops, or may invoice ledges, and stools will be upgraded to Wings Over current standards Lighting upgrades in the same as Additional Rent pursuant dining area • Furniture upgrades to Wings Over current standards Digital menu boards according to Wings Over standards • Condiment station and other apparatus, receptacle(s), and decor will be upgraded to Wings Over current standards • Paint & tile will be upgraded to Wings Over current standards • All signage, including exterior signage, will be upgraded to Wings Over current standards • Restrooms are renovated to conform with Wings Over current standards Back of house (Kitchen): • Drains will be added to the Lease kitchen floor • Flooring under main fryer bay will be repaired and payable upon demand from Landlord.solidified

Performance of Tenant’s Work. (a) A. After Landlord has approved the Working Plans or any revised Working Plans, Tenant agrees shall cause the Tenant’s Contractor to complete at perform the Tenant's sole cost and expense all work ’s Work covered by the Working Plans or such revised Working Plans. After Landlord has approved any revised Working Plans required hereunder which reflect a Change or a permitted modified Change in the Tenant’s Work, Tenant shall promptly, subject to the Leased Premises as shown on terms of Paragraph 2 above, cause Tenant’s Contractor to incorporate such Change into the Tenant’s Work. Prior to commencing tenant’s Work (or incorporating any Change therein), Tenant shall submit to Landlord a reasonably detailed estimate of the total cost of Tenant’s Work (including any such Change). B. Tenant shall cause the Tenant's final construction plans Work, to be done in a first class workerlike manner using only good grades of materials and specifications shall comply with all governmental laws, ordinances, codes, rules and all other work necessary to complete regulations applicable at the Leased Premises for Tenant's occupancy. (b) All materials used in time of the performance of the Tenant’s Work, including, but not limited to, requirements of Lessor’s fire insurance underwriters (collectively “Laws”). C. Tenant shall, at its own cost and expense, obtain all required building permits for the performance of Tenant’s Work. Tenant’s failure to obtain such permits shall not cause a delay in the Suite LL2-005 Expansion Effective Date or the obligation to pay Annual Rent or any other obligations set forth in the Lease as amended by this Twelfth Amendment with respect to the Suite LL2-005 Expansion Space. D. Tenant’s Contractors shall be licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the Building. Landlord has the right to approve or disapprove Tenant’s Contractors which approval shall not be unreasonably withheld. Without any way limiting the grounds on which Landlord may reasonably withhold approval of any of Tenant’s contractors, it shall be reasonable for Landlord to withhold its approval of any of Tenant's Contractors performing electrical, plumbing and/or mechanical work, which have not previously been approved or permitted by Landlord to perform such work in the Building or which in the course of performing such work previously in the Building caused disharmony with any other contractor or such contractor working in the Building, performed work not conforming to approved plans or Building Standards, or violated any law, code, regulation, ordinance, workletter requirements, or rule and regulation of the Building. All work shall be coordinated with any other construction or other work in the Building in order not to adversely affect construction work being performed by or for Landlord or its tenants. E. Landlord shall have the right, but not be obligation, after written notice to Tenant of Landlord’s intention to do so, to perform, on behalf of and for the account of Tenant, subject to prompt reimbursement by Tenant upon demand, any work which pertains to modifications to the structural, mechanical, plumbing, electrical, HVAC, life safety or other operating systems of the Building to accommodate or connect to Tenant’s Work. F. Tenant shall use only new, first-class materials in Tenant’s Work, except where explicitly shown in the Tenant Plans. All of Tenant’s Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work done in a good and workmanlike manner manner. Tenant shall obtain from Tenant’s Contractor warranties of at least one (1) year duration from the completion of Tenant’s Work against defects in workmanship and materials on all work performed and equipment installed in compliance with all applicable codesthe Suite LL2-005 Expansion Space as part of Tenant’s Work which modifies or directly affects the structural, laws and regulationsmechanical, plumbing, electrical, HVAC, life safety or other operating systems of the Building. G. Tenant and Tenant’s Contractors shall make all reasonable efforts, and take all steps appropriate to assure that all construction activities undertaken for the performance of Tenant’s Work comport with the reasonable expectations of all tenants and other occupants of a fully-occupied (cor substantially fully occupied) Subject to first-class office building and do not unreasonably interfere with the provisions operation of paragraph 4(c) hereinthe Building or with other tenants and occupants of the Building. In any event, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the rand Tenant's Work shall be licensed, bonded and reputable contractors, and ’s Contractors shall comply with any applicable law and reasonable work all rules and regulations established by Landlord existing from time to time for at the Building. Tenant and Tenant’s Contractors shall take all work in precautionary steps to minimize dust, noise and construction traffic, and to protect their facilities and the Leased Premises (including, but facilities of others affected by Tenant’s Work and to properly police same. Construction equipment and materials are to be kept within the Suite LL2-005 Expansion Space and delivery and loading of equipment and materials shall be done at such locations and at such time as Landlord shall reasonably direct so as not limited to those set forth herein in paragraph 10 burden the construction or operation of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction Building. If and as required by Landlord, or in any manner impair any guarantee or warranty the Suite LL2-005 Expansion Space shall be sealed off from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction balance of the Project by Landlord; and (iii) each such contractor space on the floor containing the Suite LL2-005 Expansion Space so as to minimize the dispersal of dirt, debris and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractornoise. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. H. Landlord shall have the right to offset against order Tenant or any of Tenant’s Contractors who violate the Tenant Allowance requirements imposed on such party in performing work to cease work until such violation is remedied and if such violation is not remedied within five (5) days after written notice thereof from Landlord to Tenant, to remove such party’s equipment and employees from the Building. No such action by Landlord shall delay the Suite LL2-005 Expansion Effective Date or the obligation to pay Annual Rent and other charges or any other obligations set forth in the Lease as defined below) any monies incurred, payable or paid amended by or on behalf of Landlord this Twelfth Amendment with respect to which Landlord is entitled to be indemnifiedthe Suite LL2-005 Expansion Space. I. Utility costs or charges for any after-hours service (including HVAC, hoisting or may invoice freight elevator and the same as Additional Rent pursuant like) to the Lease Suite LL2-005 Expansion Space shall be the responsibility of Tenant from the date Tenant is obligated to commence or commences Tenant’s Work and payable shall be paid for by Tenant upon demand at Landlord’s standard rates then in effect. Tenant shall apply and pay for all utility meters required. Tenant shall pay for all support services provided by Tenant’s Contractors at Tenant’s request or at Landlord’s discretion resulting from breaches or defaults by Tenant under this Workletter. All use of freight elevators is subject to reasonable scheduling by Landlord and the rules and regulations of the Building. Tenant shall arrange and pay for removal of construction debris and shall not place debris in the Building’s waste containers. If required by Landlord, Tenant shall sort and separate its waste and debris for recycling and/or environmental law compliance purposes. J. Tenant shall permit access to the Suite LL2-005 Expansion Space, and Tenant’s Work shall be subject to inspection, by Landlord and Landlord’s architects, engineers, contractors and other representatives, at all times during the period in which Tenant’s Work is being constructed and installed and following completion of Tenant’s Work provided that such inspection shall be conducted in a manner that reasonably minimizes interference with the conduct of Tenant’s Work. K. Tenant shall proceed with its work expeditiously, continuously and efficiently. Tenant shall notify Landlord upon completion of Tenant’s Work and shall furnish Landlord and Landlord’s title insurance company with such further documentation as may be required under Paragraph 5 below. L. Tenant shall have no authority to deviate from the Tenant Plans in performance of Tenant’s Work, except as authorized by Landlord and its designated representative in writing. Tenant shall furnish to Landlord “as-built’ drawings of Tenant’s Work within thirty (30) days after completion of Tenant’s Work. M. Landlord shall have the right to run utility lines, pipes, conduits, duct work and component parts of all mechanical and electrical systems where necessary or desirable through the Suite LL2-005 Expansion Space, to repair, alter, replace or remove the same, and to require Tenant to install and maintain proper access panels thereto provided that none of the foregoing materially interferes with Tenant’s use and occupancy (as permitted by the Lease as amended by this Twelfth Amendment) of the Suite LL2-005 Expansion Space. N. Tenant shall impose on and enforce all applicable terms of this Workletter against Tenant’s Architect and Tenant’s Contractors.

Performance of Tenant’s Work. (a) Tenant agrees Except for the Base Building Improvements to complete at be performed by Landlord in accordance with the Final Design Documents as affected by Change Orders, all of Tenant's initial interior improvements, fixtures, finishes, furnishings, furniture, telephones, movable equipment and signs visible from the exterior of the Building (collectively, "Tenant's Work"), shall be performed at the sole cost and expense all work of Tenant, provided however, that subject to this Section 3.2.1 Landlord shall advance up to the Leased amount of the Tenant Allowance if Tenant elects to have Landlord advance the Tenant Allowance. Tenant's Representative shall serve as construction manager for Tenant's Work. Tenant's performance of Tenant's Work shall be coordinated with any work being performed by Landlord in such manner as to maintain harmonious labor relations during the performance of the Base Building Improvements and not to damage the Building or Lot or interfere with Building or Lot operations. All work described in Tenant's Work shall be performed by Landlord's Contractor (if Tenant enters into a contract with Landlord's Contractor for the initial Tenant's Work) or by a contractor selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld ("Tenant's Contractor"). The performance of Tenant's Work in accordance with this Lease shall not be deemed to be a violation of the Permitted Uses of the Premises. Except as set forth in Sections 3.3 and 5.1.10 hereof and Exhibit E hereto, all Tenant's Work shall become a part of the Premises as shown on and upon termination of this Lease shall be considered to be the property of the Landlord. Tenant shall not effect any Tenant's Work (or any alterations or additions to the Premises after performance of Tenant's Work) that might (i) diminish the value of the Premises for laboratory/office use, or (ii) require any unusual expense to re-adapt the Premises for any laboratory/office use. Tenant's Work shall be performed in accordance with complete, consistent, final construction drawings and specifications ("Construction Documents") approved in advance by Landlord in writing, which approval shall not be unreasonably withheld. The Construction Documents shall be prepared and stamped by Tenant's Architect and approved by Landlord in writing. Landlord reserves the right to reject, in whole or in part, the Construction Documents which in its reasonable opinion fail to comply with the provisions of this Lease within fifteen (15) business days of its receipt thereof (the "Review Period"). The Review Period shall not commence unless and until Tenant delivers a complete set of Construction Documents. If Landlord shall disapprove the Construction Documents, it shall state specifically the reasons therefor, and Tenant shall promptly revise and resubmit the Construction Documents. If Landlord fails to respond to Tenant's request for approval of the Construction Documents within the Review Period then the Construction Documents shall be deemed approved. Tenant shall be solely responsible for the liabilities of and expenses of all architectural and engineering services relating to Tenant's Work and for the adequacy, accuracy, and completeness of the Construction Documents approved by Landlord unless Tenant elects that Landlord advance the Tenant Allowance (and if so elected, then only to the extent of the Tenant Allowance). The Construction Documents (i) shall set forth in detail the requirements for construction of the Tenant's final construction plans Work (including all architectural, mechanical, electrical and specifications structural drawings and detailed specifications), (ii) shall be fully coordinated with one another, with field conditions as they exist in the Premises and elsewhere in the Building and the Final Design Documents, and (iii) shall show all other work necessary to complete the Leased Premises for Tenant's occupancy. Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. Tenant agrees to hold Landlord harmless if any Tenant's Work described in the Construction Documents (a) fails to comply with all applicable laws, regulations, building codes, and building design standards, (b) All materials used in any manner affects any structural component of the Building (including, without limitation, exterior walls, exterior windows, core walls, roofs or floor slabs), (c) in any respect is incompatible with the electrical and mechanical components and systems of the Building, (d) affects the exterior of the Building, (e) fails to conform to floor loading limits, and (f) with respect to all materials, equipment and special designs, processes, or products, infringes on any patent or other proprietary rights of others. Landlord's approval or deemed approval of the Construction Documents and the performance of the Tenant's Work pursuant to the Construction Documents shall be not result in any liability of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesLandlord, except to the extent that Tenant elects to have Landlord advance the Tenant Allowance, and Tenant Landlord's approval of Construction Documents shall performsignify only Landlord's consent to Tenant's Work shown thereon and shall not result in any responsibility of Landlord concerning compliance of Tenant's Work with laws, regulations, or cause its contractor codes, coordination of any aspect of Tenant's Work with any other aspect of Tenant's Work, or the feasibility of constructing Tenant's Work without material damage or harm to performthe Building, all of which shall be the sole responsibility of Tenant. After Tenant's Contractor has been approved, then the same may thereafter be used by Tenant until Landlord notifies Tenant that Tenant's Contractor is no longer approved due to Tenant's Contractor's failure to comply in any material respect with the requirements of the Construction Documents and/or this Lease. Tenant shall procure all necessary governmental permits, licenses and approvals before undertaking any Tenant's Work. Tenant shall perform all Tenant's Work at Tenant's risk in compliance with all applicable laws, codes and regulations and in a good and workmanlike manner employing new materials of good quality. When any Tenant's Work is in progress, Tenant shall cause to be maintained (i) insurance as may be required by Landlord covering any additional hazards due to such Tenant Work, and (ii) a statutory xxxx xxxx pursuant to M.G.L. c.254, ss.12 or any successor statute (or such other protection of Landlord's interest in compliance the Building and Lot against liens as Landlord may reasonably require), in each case for the benefit of Landlord. It shall be a condition of Landlord's approval of any Tenant's Work that certificates of such insurance and a xxxx xxxx in recordable form, both issued by responsible insurance companies qualified to do business in Massachusetts and reasonably approved by Landlord, shall have been deposited with Landlord, that Tenant has provided Tenant's certification of the insurable value of the work in question for casualty insurance purposes, and that all of the other conditions of the Lease have been satisfied. Tenant shall reimburse up to [*****Confidential*****] for Landlord's reasonable costs of reviewing proposed Tenant's Work and inspecting installation of the same, provided however, that if Tenant elects to have Landlord advance the Tenant Allowance, such costs may be paid from the Tenant Allowance. At all times while performing Tenant's Work, Tenant shall require any Tenant's Contractor to comply with all applicable codeslaws, laws regulations, permits and regulations. (c) Subject policies relating to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the work. In performing Tenant's Work shall be licensedWork, bonded and reputable contractors, and each Tenant's Contractor shall comply with the Development Approvals, the Subsequent Approvals (in each case to the extent applicable), Landlord's requirements set forth in Section 3.2.1, the first paragraph of Section 3.3, Section 5.1.5 and Section 5.2.3 hereof relating to the time and methods for such work, use of delivery elevators and other Building facilities and each Tenant's Contractor shall not interfere or disrupt Landlord's Contractor. Each Tenant's Contractor shall in all events work on the Premises without causing labor disharmony, coordination difficulties, or delay, and without impairing any applicable law guaranties, warranties or obligations of any contractors of Landlord. If any Tenant's Contractor uses any Building services or facilities, such Contractor, jointly and reasonable work rules and regulations severally with Tenant, shall agree to reimburse Landlord for the cost thereof based on Landlord's schedule of charges established by Landlord from time to time for all work in the Leased Premises (includingand if no such charges have been established, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in then based on Landlord's reasonable judgementcharge established at the time). Each Tenant's Contractor shall, by entry into the Building, be deemed to have agreed to indemnify and hold Landlord harmless from any claim, loss or expense arising in whole or in part out of any act or neglect committed by such work person while in the Building, to the same extent as Tenant has so agreed in this Lease, the indemnities of Tenant and Tenant's Contractor to be joint and several. Tenant shall pay on or prior to date when any such payment is due, either from its own funds or from the identities Tenant Allowance if Tenant elects to have Landlord advance the Tenant Allowance, the entire cost of all Tenant's Work so that the Premises shall always be free of liens for labor or presence materials. If any mechanic's lien (which term shall include all similar liens relating to the furnishing of such contractors labor and materials) is filed against the Premises or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or any part thereof which is claimed to be attributable to Tenant, its agents, employees or contractors, Tenant shall promptly discharge the same by payment or filing any necessary bond within thirty (30) days after Tenant has notice (from any source) of such mechanic's lien. Landlord may, as a condition of its approval of any Tenant's Work, require Tenant to deposit with Landlord a bond, letter of credit or other similar security in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from the amount of Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable reasonable estimate of the value of such Work securing Tenant's obligations to make payments for such Work. Landlord shall permit Tenant and Tenant's Contractor access to the construction Premises prior to the Commencement Date for the performance of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Work if Tenant employs Landlord's contractor Contractor or another contractor or subcontractor. approved by Landlord for the performance of Tenant's Work and if the concurrent performance of the Base Building Improvements and Tenant's Work will not delay the Substantial Completion Date. Subject to the foregoing, Landlord shall cooperate with Tenant's Contractor in connection with Tenant's Work. Subject to Sections 7.1(h) and 10.6 hereof, Tenant shall, in any event, substantially complete all Tenant's Work required for the initial occupancy of (da) fifty percent (50%) of the Premises by Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or within six (6) months after the Lease Commencement Date, arising from or out of or in connection with, the performance (b) seventy-five percent (75%) of the Premises within twenty-four (24) months after the Commencement Date, and (c) one hundred percent (100%) of the Premises within thirty-six (36) months after the Commencement Date. If Tenant elects to have Landlord advance the Tenant Allowance, Tenant shall provide Landlord with a budget and copies of all contracts entered into with respect to Tenant's Work and such other information as Landlord reasonably may request. The Tenant Allowance shall be advanced to Tenant by Landlord no more frequently than monthly against costs then incurred but unpaid by Tenant with respect to Tenant's Work, and, without limiting . The Tenant Allowance shall be advanced to Tenant in the foregoing. Landlord shall have the right to offset against proportion which the Tenant Allowance bears to Tenant's budget, as the same may be updated, for Tenant's Work. Tenant shall make application to Landlord for an advance of the Tenant Allowance at least ten (as defined below10) any monies incurred, payable or paid by or on behalf of Landlord with respect business days prior to the date upon which Landlord an advance is entitled to be indemnifiedmade. Such application shall be on such form or forms as Landlord reasonably may require, or and shall be accompanied by invoices, receipts, lien waivers and such other documents as Landlord reasonably may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordrequire.

Performance of Tenant’s Work. Promptly after the delivery of the Premises to Tenant, Landlord’s approval of the Plans (athe “Approved Plans”) and receipt by Tenant agrees to complete at Tenant's sole cost of all required permits and expense approvals, Tenant shall commence and exercise all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary reasonable efforts to complete the Leased Premises for work specified therein (“Tenant's occupancy. (b) ’s Work”). All materials used in the performance of the Tenant's ’s Work shall be completed in accordance with the Approved Plans and the requirements for alterations and improvements made by or on behalf of top quality Tenant set forth in this Lease and in new conditionthe Rules and Regulations; provided, that, (i) Tenant shall not be required to provide any additional security (i.e., lien and completion bonds) in connection with Tenant’s Work, (ii) Tenant shall not be required to use Landlord’s designated contractors with respect to any portions of Tenant’s Work affecting the Structural Elements and/or fire and life safety systems of the Building, unless the same are available at commercially reasonable rates. All systems Tenant’s Work shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered performed by a standard manufacturers general contractor approved by Landlord, which approval shall not be unreasonably withheld or delayed, under a written construction contract (and installation warranties, Landlord hereby acknowledges and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) hereinagrees that Advantage General Construction is hereby approved). Further, Tenant shall have the right to select hire its own contractors project manager, architect and subcontractors engineer (together with Tenant’s general contractor, “Tenant’s Construction Team”), subject to Landlord's consent over such contractors and subcontractors’s reasonable approval, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the performance of Tenant's ’s Work (and Landlord hereby acknowledges and agrees that project manager: Xxxxx Xxxxxx, Xxxxxx Partners; architect: Xxx Xxxxxx, DNC Architects; engineer: Xxx Xxxxx, JennErik Engineering is/are hereby approved). The approval by Landlord of Tenant’s Construction Team shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, the defaults or other acts or omissions of the Tenant’s Construction Team. Prior to commencing Tenant’s Work, Tenant shall obtain and provide Landlord with copies of, all state, local and other necessary permits and shall carry such insurance required under the Lease (naming Landlord, Landlord’s property manager, any Superior Mortgagee and any other parties reasonably designated by Landlord as additional insureds). In addition, Landlord may monitor the progress of Tenant’s Work, including, without limitation, attend any weekly or other periodic job meetings. Any review and monitoring of Tenant’s Work by Landlord shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, Tenant’s Work. Within forty-five (45) days after completion of any Tenant’s Work, Tenant shall provide to Landlord “as-built” plans of the Tenant’s Work. Tenant shall provide Landlord with copies of the certificate of occupancy for any Tenant’s Work that requires a certificate of occupancy reasonably promptly after completion of such Tenant’s Work. Nothing herein shall be licensed, bonded and reputable contractors, and shall comply with construed as permitting Tenant to occupy all or any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction portion of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent Premises for which Tenant has not obtained a certificate of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility occupancy or otherwise failed to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractorlegal requirements. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlord.

Performance of Tenant’s Work. (a) Tenant agrees to complete at As soon as practicable after Landlord shall have approved Tenant's sole cost plans and expense specifications and possession of the Premises shall be made available to Tenant and Tenant shall have obtained all work necessary approvals with respect to the Leased Premises as shown on the commencement of Tenant's final construction Work, Tenant shall enter the Premises and shall proceed with due diligence and dispatch to make improvements and install fixtures and other equipment and a full stock of inventory therein, in accordance with the approved plans and specifications and all Governmental Requirements. Such work and installation shall not interfere with any work to be done by Landlord in other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance portions of the Tenant's Work Shopping Center, shall be done with labor which is not incompatible with other labor employed at the Shopping Center without creating any conflict or work stoppage with, under or as a result of top quality and in new condition. All systems shall any labor agreement to which Landlord or its contractors may be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesparty, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codessuch rules and regulations as Landlord may reasonably make. Except for Landlord's negligence and willfull acts (subject, laws and regulations. (c) Subject however, to the provisions waiver of paragraph 4(c) hereinsubrogation elsewhere set-forth in this Lease), Landlord shall have no responsibility or liability whatsoever for any loss of or damage to any fixtures or other equipment or inventory installed or left in the Premises, and Tenant's entry on and occupancy of the Premises shall be governed by and subject to all the provisions, covenants and conditions of this Lease other than those requiring payment of Rent. Prior to commencing any construction work in the Premises, Tenant shall have the right to select its own contractors obtain a building permit and subcontractors (subject furnish a copy of same to Landlord's consent over such contractors . Tenant shall also obtain and subcontractorsfurnish to Landlord, which consent shall to be delivered not be unreasonably withheld, conditioned or delayed) to perform any work in later than the Leased Premises, provided that: (i) the contractors employed in connection with the end of Tenant's Work shall be licensedPeriod, bonded and reputable lien waivers from all contractors, subcontractors and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractormaterialmen, and all licenses, certificates and approvals with respect to work done and installations made by Tenant that may be required from the nature and extent of the work Governmental Authorities with respect to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting use and occupancy. Tenant shall complete Tenant's Work and open for business to the foregoingpublic not later than the expiration of Tenant's Work Period. Landlord shall have and Tenant agree that the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf timely performance of Landlord with respect to which Landlord Tenant's obligations under this Article 2 is entitled to be indemnified, or may invoice the same as Additional Rent pursuant a material inducement to the execution and delivery of this Lease and payable upon demand from by Landlord.

Performance of Tenant’s Work. After the Additional Premises Commencement Date, Landlord’s approval of the Plans (athe “Approved Plans”) and receipt by Tenant agrees to complete at Tenant's sole cost of all required permits and expense approvals, Tenant may commence and exercise all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary reasonable efforts to complete the Leased Premises for work specified therein (“Tenant's occupancy. (b) ’s Work”). All materials used in the performance of the Tenant's ’s Work shall be of top quality completed in accordance with the Approved Plans and the requirements for Alterations set forth in this Lease and in new conditionthe Building rules and regulations. All systems shall be Notwithstanding the foregoing, Tenant may make any changes in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesTenant’s Work from the Approved Plans, and Tenant shall perform, the necessity or cause its contractor to perform, all desirability of which becomes apparent following approval of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codesApproved Plans, laws and regulations. upon prior written notice to Landlord for non-substantial changes (c) Subject to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent approval shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection and with the approval of Landlord for substantial changes (which approval shall be in Landlord’s reasonable discretion). Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established performed by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction a general contractor approved by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such which approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute be unreasonably withheld or delayed, under a waiver written construction contract. The approval by Landlord of Tenant's general contractor shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, the defaults or other acts or omissions of its rights under the Lease)general contractor. In addition, Landlord may monitor the progress of Tenant's Work, including, without limitation, attend any weekly or other periodic job meetings. Any review and monitoring of Tenant’s Work by Landlord shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, Tenant’s Work. Within forty‑five (45) days after completion of any Tenant's Work, Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless provide to Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance "as-built" plans of the Tenant's Work, and, without limiting the foregoing. Landlord Tenant shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of provide Landlord with respect copies of the certificate of occupancy for any Tenant's Work that requires a certificate of occupancy reasonably promptly after completion of such Tenant's Work. Nothing herein shall be construed as permitting Tenant to occupy all or any portion of the Additional Premises for which Landlord is entitled Tenant has not obtained a temporary or permanent certificate of occupancy or its functional equivalent from the City of Cambridge Inspectional Services Department or otherwise failed to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordcomply with applicable legal requirements.

Performance of Tenant’s Work. (a) Tenant agrees Except for the Base Building Improvements to complete at be performed by Landlord in accordance with the Final Design Documents as affected by Change Orders, all of Tenant's initial interior improvements, fixtures, finishes, furnishings, furniture, telephones, movable equipment and signs visible from the exterior of the Building (collectively, "Tenant's Work"), shall be performed at the sole cost and expense all work of Tenant, provided however, that subject to this Section 3.2.1 Landlord shall advance up to the Leased amount of the Tenant Allowance if Tenant elects to have Landlord advance the Tenant Allowance. Tenant's Representative shall serve as construction manager for Tenant's Work. Tenant's performance of Tenant's Work shall be coordinated with any work being performed by Landlord in such manner as to maintain harmonious labor relations during the performance of the Base Building Improvements and not to damage the Building or Lot or interfere with Building or Lot operations. All work described in Tenant's Work shall be performed by Landlord's Contractor (if Tenant enters into a contract with Landlord's Contractor for the initial Tenant's Work) or by a contractor selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld ("Tenant's Contractor"). The performance of Tenant's Work in accordance with this Lease shall not be deemed to be a violation of the Permitted Uses of the Premises. Except as set forth in Sections 3.3 and 5.1.10 hereof and Exhibit E hereto, all Tenant's Work shall become a part of the Premises as shown on and upon termination of this Lease shall be considered to be the property of the Landlord. Tenant shall not effect any Tenant's Work (or any alterations or additions to the Premises after performance of Tenant's Work) that might (i) diminish the value of the Premises for laboratory/office use, or (ii) require any unusual expense to re-adapt the Premises for any laboratory/office use. Tenant's Work shall be performed in accordance with complete, consistent, final construction drawings and specifications ("Construction Documents") approved in advance by Landlord in writing, which approval shall not be unreasonably withheld. The Construction Documents shall be prepared and stamped by Tenant's Architect and approved by Landlord in writing. Landlord reserves the right to reject, in whole or in part, the Construction Documents which in its reasonable opinion fail to comply with the provisions of this Lease within fifteen (15) business days of its receipt thereof (the "Review Period"). The Review Period shall not commence unless and until Tenant delivers a complete set of Construction Documents. If Landlord shall disapprove the Construction Documents, it shall state specifically the reasons therefor, and Tenant shall promptly revise and resubmit the Construction Documents. If Landlord fails to respond to Tenant's request for approval of the Construction Documents within the Review Period then the Construction Documents shall be deemed approved. Tenant shall be solely responsible for the liabilities of and expenses of all architectural and engineering services relating to Tenant's Work and for the adequacy, accuracy, and completeness of the Construction Documents approved by Landlord unless Tenant elects that Landlord advance the Tenant Allowance (and if so elected, then only to the extent of the Tenant Allowance). The Construction Documents (i) shall set forth in detail the requirements for construction of the Tenant's final construction plans Work (including all architectural, mechanical, electrical and specifications structural drawings and detailed specifications), (ii) shall be fully coordinated with one another, with field conditions as they exist in the Premises and elsewhere in the Building and the Final Design Documents, and (iii) shall show all other work necessary to complete the Leased Premises for Tenant's occupancy. Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. Tenant agrees to hold Landlord harmless if any Tenant's Work described in the Construction Documents (a) fails to comply with all applicable laws, regulations, building codes, and building design standards, (b) All materials used in any manner affects any structural component of the Building (including, without limitation, exterior walls, exterior windows, core walls, roofs or floor slabs), (c) in any respect is incompatible with the electrical and mechanical components and systems of the Building, (d) affects the exterior of the Building, (e) fails to conform to floor loading limits, and (f) with respect to all materials, equipment and special designs, processes, or products, infringes on any patent or other proprietary rights of others. Landlord's approval or deemed approval of the Construction Documents and the performance of the Tenant's Work pursuant to the Construction Documents shall be not result in any liability of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesLandlord, except to the extent that Tenant elects to have Landlord advance the Tenant Allowance, and Tenant Landlord's approval of Construction Documents shall performsignify only Landlord's consent to Tenant's Work shown thereon and shall not result in any responsibility of Landlord concerning compliance of Tenant's Work with laws, regulations, or cause its contractor codes, coordination of any aspect of Tenant's Work with any other aspect of Tenant's Work, or the feasibility of constructing Tenant's Work without material damage or harm to performthe Building, all of which shall be the sole responsibility of Tenant. After Tenant's Contractor has been approved, then the same may thereafter be used by Tenant until Landlord notifies Tenant that Tenant's Contractor is no longer approved due to Tenant's Contractor's failure to comply in any material respect with the requirements of the Construction Documents and/or this Lease. Tenant shall procure all necessary governmental permits, licenses and approvals before undertaking any Tenant's Work. Tenant shall perform all Tenant's Work at Tenant's risk in compliance with all applicable laws, codes and regulations and in a good and workmanlike manner employing new materials of good quality. When any Tenant's Work is in progress, Tenant shall cause to be maintained (i) insurance as may be required by Landlord covering any additional hazards due to such Tenant Work, and (ii) a statutory lien bond pursuant to M.G.L. c.254, Section 12 or any successor statxxx (xx xuch other protection of Landlord's interest in compliance the Building and Lot against liens as Landlord may reasonably require), in each case for the benefit of Landlord. It shall be a condition of Landlord's approval of any Tenant's Work that certificates of such insurance and a lien bond in recordable form, both issued by responsible insurance cxxxxxxxx qualified to do business in Massachusetts and reasonably approved by Landlord, shall have been deposited with Landlord, that Tenant has provided Tenant's certification of the insurable value of the work in question for casualty insurance purposes, and that all of the other conditions of the Lease have been satisfied. Tenant shall reimburse up to $10,000.00 for Landlord's reasonable costs of reviewing proposed Tenant's Work and inspecting installation of the same, provided however, that if Tenant elects to have Landlord advance the Tenant Allowance, such costs may be paid from the Tenant Allowance. At all times while performing Tenant's Work, Tenant shall require any Tenant's Contractor to comply with all applicable codeslaws, laws regulations, permits and regulations. (c) Subject policies relating to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the work. In performing Tenant's Work shall be licensedWork, bonded and reputable contractors, and each Tenant's Contractor shall comply with the Development Approvals, the Subsequent Approvals (in each case to the extent applicable), Landlord's requirements set forth in Section 3.2.1, the first paragraph of Section 3.3, Section 5.1.5 and Section 5.2.3 hereof relating to the time and methods for such work, use of delivery elevators and other Building facilities and each Tenant's Contractor shall not interfere or disrupt Landlord's Contractor. Each Tenant's Contractor shall in all events work on the Premises without causing labor disharmony, coordination difficulties, or delay, and without impairing any applicable law guaranties, warranties or obligations of any contractors of Landlord. If any Tenant's Contractor uses any Building services or facilities, such Contractor, jointly and reasonable work rules and regulations severally with Tenant, shall agree to reimburse Landlord for the cost thereof based on Landlord's schedule of charges established by Landlord from time to time for all work in the Leased Premises (includingand if no such charges have been established, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in then based on Landlord's reasonable judgementcharge established at the time). Each Tenant's Contractor shall, by entry into the Building, be deemed to have agreed to indemnify and hold Landlord harmless from any claim, loss or expense arising in whole or in part out of any act or neglect committed by such work person while in the Building, to the same extent as Tenant has so agreed in this Lease, the indemnities of Tenant and Tenant's Contractor to be joint and several. Tenant shall pay on or prior to date when any such payment is due, either from its own funds or from the identities Tenant Allowance if Tenant elects to have Landlord advance the Tenant Allowance, the entire cost of all Tenant's Work so that the Premises shall always be free of liens for labor or presence materials. If any mechanic's lien (which term shall include all similar liens relating to the furnishing of such contractors labor and materials) is filed against the Premises or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or any part thereof which is claimed to be attributable to Tenant, its agents, employees or contractors, Tenant shall promptly discharge the same by payment or filing any necessary bond within thirty (30) days after Tenant has notice (from any source) of such mechanic's lien. Landlord may, as a condition of its approval of any Tenant's Work, require Tenant to deposit with Landlord a bond, letter of credit or other similar security in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from the amount of Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable reasonable estimate of the value of such Work securing Tenant's obligations to make payments for such Work. Landlord shall permit Tenant and Tenant's Contractor access to the construction Premises prior to the Commencement Date for the performance of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Work if Tenant employs Landlord's contractor Contractor or another contractor or subcontractor. approved by Landlord for the performance of Tenant's Work and if the concurrent performance of the Base Building Improvements and Tenant's Work will not delay the Substantial Completion Date. Subject to the foregoing, Landlord shall cooperate with Tenant's Contractor in connection with Tenant's Work. Subject to Sections 7.1(h) and 10.6 hereof, Tenant shall, in any event, substantially complete all Tenant's Work required for the initial occupancy of (da) fifty percent (50%) of the Premises by Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or within six (6) months after the Lease Commencement Date, arising from or out of or in connection with, the performance (b) seventy-five percent (75%) of the Premises within twenty-four (24) months after the Commencement Date, and (c) one hundred percent (100%) of the Premises within thirty-six (36) months after the Commencement Date. If Tenant elects to have Landlord advance the Tenant Allowance, Tenant shall provide Landlord with a budget and copies of all contracts entered into with respect to Tenant's Work and such other information as Landlord reasonably may request. The Tenant Allowance shall be advanced to Tenant by Landlord no more frequently than monthly against costs then incurred but unpaid by Tenant with respect to Tenant's Work, and, without limiting . The Tenant Allowance shall be advanced to Tenant in the foregoing. Landlord shall have the right to offset against proportion which the Tenant Allowance bears to Tenant's budget, as the same may be updated, for Tenant's Work. Tenant shall make application to Landlord for an advance of the Tenant Allowance at least ten (as defined below10) any monies incurred, payable or paid by or on behalf of Landlord with respect business days prior to the date upon which Landlord an advance is entitled to be indemnifiedmade. Such application shall be on such form or forms as Landlord reasonably may require, or and shall be accompanied by invoices, receipts, lien waivers and such other documents as Landlord reasonably may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordrequire.

Performance of Tenant’s Work. (a) Tenant agrees to complete After the Plans have been approved by Landlord, Tenant, at Tenant's its sole cost and expense (subject to Landlord’s Allowance and Landlord’s Additional Allowance), shall promptly, and with all work to the Leased Premises due diligence, perform Tenant’s Work as shown set forth on the Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for such work. All of Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance of the Tenant's ’s Work shall be of top quality performed strictly in accordance with the Plans and in new conditionaccordance with applicable Legal Requirements (as defined in Section 4.2 hereof) and Insurance Requirements (as defined in Section 9.1 hereof). All systems Tenant shall be in good working order when completed. All equipment installed have such work performed by contractors, reasonably approved by Landlord, which contractors shall be Underwriter's Laboratory approved provide to Landlord such insurance as is required pursuant to Exhibit M. If Tenant engages Landlord to oversee and be covered by manage Tenant’s contractors, Tenant shall pay to Landlord a standard manufacturers and installation warrantiesconstruction management fee equal to two (2%) percent of the cost of Tenant’s Work, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) herein, Tenant Landlord shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over deduct such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty management fee from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing’s Allowance. Landlord shall have the right to offset against provide reasonable rules and regulations relative to the performance of such work and any other work which the Tenant Allowance (as defined below) any monies incurredmay perform under this Lease and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide. It shall be Tenant’s obligation to obtain a certificate of occupancy or other like governmental approval for the use and occupancy of the New 21st Floor Premises, payable or paid and Tenant shall not open for business in the New 21st Floor Premises until and unless it has obtained such approval to the extent that such approval is required by or on behalf law and has submitted to Landlord a copy of Landlord the same. If Tenant is delayed in obtaining a certificate of occupancy with respect to which Landlord is entitled the New 21st Floor Premises due to be indemnified, or may invoice deficiencies in the same as Additional Rent pursuant Building not related to the Lease New 21st Floor Premises, Landlord shall cooperate with Tenant in such manner as Tenant may reasonably request to mitigate or cure such deficiencies to the extent necessary to enable Tenant to obtain such certificate of occupancy as promptly as possible. If Tenant is delayed in obtaining a certificate of occupancy with respect to the New 21st Floor Premises solely as the result of deficiencies in the Building not related to New 21st Floor Premises, then Tenant shall promptly so advise Landlord in writing, and payable upon demand from Landlordthe Outside 21st Floor Rent Commencement Date shall be extended by the number of days between the -23- date that Landlord receives such notice and the date that Landlord cures such deficiencies in the Building sufficiently to enable Tenant to obtain such certificate of occupancy. Tenant shall submit to Landlord promptly after the Tenant’s Work is substantially complete the so-called contractor’s set of plans for such work.

Performance of Tenant’s Work. (a) Tenant agrees to complete at Tenant's sole cost and expense all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance of On the Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesDate, and Tenant shall performshall, or cause its contractor to performwith due diligence, all of the commence Tenant's Work and install its fixtures in a good accordance with the plans and workmanlike manner specifications theretofore submitted to and approved by Landlord, in accordance with the laws, rules, regulations and orders of all governmental authorities having jurisdiction thereof and without interferences with other work being done in the building and in compliance with all applicable codesreasonable rules which Landlord and its contractors may make, laws and regulations. (c) Subject employ only the appropriate labor and not cause any conflict with any union contract to which Landlord or its contractor or subcontractors may be a party. Landlord shall permit Tenant to do Tenant's Work and install Tenant's fixtures prior to Tenant's Work Date, provided same does not interfere with Landlord's Work, or with the rights of any person or entity then occupying the Demised Premises. Landlord shall have no responsibility for any loss of or damage to any of Tenant's fixtures or property so installed or left in the Demised Premises and Tenant's entry prior to the Commencement Date shall be subject to all of the provisions of paragraph 4(c) hereinthis Lease, Tenant shall have other than the right to select its own contractors and subcontractors requirements for payment of rent or additional charges (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in commence until the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the LeaseCommencement Date). Tenant shall be responsible for negotiating furnish Landlord with all fees with certificates and approvals relating to Tenant's permitted contractors and subcontractors, irrespective Work which may be required by any governmental authority for the issuance of whether Tenant employs Landlord's contractor another contractor a certificate of occupancy or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suitother approval of the building in which the Demised Premises are located, or expense, whether occurring incurred or arising before or after by the Lease Commencement Date, arising from or out Board of or in connection with, the performance Fire Underwriters of the State of New Jersey or the National Board of Fire Underwriters or other similar body or bodies having jurisdiction, and Landlord shall then procure a certificate of occupancy. Tenant's Work, and, without limiting taking possession of the foregoing. Landlord Demised Premises shall have be conclusive evidence that the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease Demised Premises were then in good and payable upon demand from Landlordsatisfactory condition.

Performance of Tenant’s Work. (a) A. After Landlord has approved the Working Plans or any revised Working Plans, Tenant agrees shall cause the Tenant’s Contractor to complete at perform the Tenant's sole cost and expense all work ’s Work covered by the Working Plans or such revised Working Plans. After Landlord has approved any revised Working Plans required hereunder which reflect a Change or a permitted modified Change in the Tenant’s Work, Tenant shall promptly, subject to the Leased Premises as shown on terms of Paragraph 2 above, cause Tenant’s Contractor to incorporate such Change into the Tenant's final construction plans and specifications and all other work necessary ’s Work. Prior to complete commencing Tenant’s Work (or incorporating any Change therein), Tenant shall submit to Landlord a reasonably detailed estimate of the Leased Premises for total cost of Tenant's occupancy’s Work (including any such Change). (b) All B. Tenant shall cause the Tenant’s Work, to be done in a first class workerlike manner using only good grades of materials used in and shall comply with all governmental laws, ordinances, codes, rules and regulations applicable at the time of the performance of the Tenant's ’s Work, including, but not limited to, requirements of Lessor’s fire insurance underwriters (collectively “Laws”). C. Tenant shall, at its own cost and expense, obtain all required building permits for the performance of Tenant’s Work. Tenant’s failure to obtain such permits shall not cause a delay in the Suite LL2-34 Expansion Effective Date or the obligation to pay Annual Rent or any other obligations set forth in the Lease as amended by this Thirteenth Amendment with respect to the Suite LL2-34 Expansion Space. D. Tenant’s Contractors shall be licensed contractors, possessing good labor relations, capable of performing quality workmanship and working in harmony with Landlord’s contractors and subcontractors and with other contractors and subcontractors in the Building. Landlord has the right to approve or disapprove Tenant’s Contractors which approval shall not be unreasonably withheld. Without any way limiting the grounds on which Landlord may reasonably withhold approval of any of Tenant’s contractors, it shall be reasonable for Landlord to withhold its approval of any of Tenant Contractors performing electrical, plumbing and/or mechanical work, which have not previously been approved or permitted by Landlord to perform such work in the Building or which in the course of performing such work previously in the Building caused disharmony with any other construction or other work in the Building in order not to adversely affect construction work being performed by or for Landlord or its tenants. E. Landlord shall have the right, but not the obligation, after written notice to Tenant of Landlord’s intention to do so, to perform, on behalf of and for the account of Tenant, subject to prompt reimbursement by Tenant upon demand, any work which pertains to modifications to the structural, mechanical, plumbing, electrical, HVAC, life safety or other operating systems of the Building to accommodate or connect to Tenant’s Work. F. Tenant shall use only new, first-class materials in Tenant’s Work, except where explicitly shown in the Tenant Plans. All of Tenant’s Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work done in a good and workmanlike manner manner. Tenant shall obtain from Tenant’s Contractor warranties of at least one (1) year duration from the completion of Tenant’s Work against defects in workmanship and materials on all work performed and equipment installed in compliance with all applicable codesthe Suite LL2-34 Expansion Space as part of Tenant’s Work which modifies or directly affects the structural, laws and regulationsmechanical, plumbing, electrical, HVAC, life safety or other operating systems of the Building. G. Tenant and Tenant’s Contractors shall make all reasonable efforts, and take all steps appropriate to assure that all construction activities undertaken for the performance of Tenant’s Work comport with the reasonable expectations of all tenants and other occupants of a fully-occupied (cor substantially fully occupied) Subject to first-class office building and do not unreasonably interfere with the provisions operation of paragraph 4(c) hereinthe Building or with other tenants and occupants of the Building. In any event, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and ’s Contractors shall comply with any applicable law and reasonable work all rules and regulations established by Landlord existing from time to time for at the Building. Tenant and Tenant’s Contractors shall take all work in precautionary steps to minimize dust, noise and construction traffic, and to protect their facilities and the Leased Premises (including, but facilities of others affected by Tenant’s Work and to properly police same. Construction equipment and materials are to be kept within the Suite LL2-34 Expansion Space and delivery and loading of equipment and materials shall be done at such locations and at such time as Landlord shall reasonably direct so as not limited to those set forth herein in paragraph 10 burden the construction or operation of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction Building. If and as required by Landlord, or in any manner impair any guarantee or warranty the Suite LL2-34 Expansion Space shall be sealed off from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction balance of the Project by Landlord; and (iii) each such contractor space on the floor containing the Suite LL2-34 Expansion Space so as to minimize the dispersal of dirt, debris and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractornoise. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. H. Landlord shall have the right to offset against order Tenant or any of Tenant’s Contractors who violate the Tenant Allowance requirements imposed on such party in performing work to cease work until such violation is remedied and if such violation is not remedied within five (5) days after written notice thereof from Landlord to Tenant, to remove such party’s equipment and employees from the Building. No such action by Landlord shall delay the Suite LL2-34 Expansion Effective Date or the obligation to pay Annual Rent and other charges or any other obligations set forth in the Lease as defined below) any monies incurred, payable or paid amended by or on behalf of Landlord this Thirteenth Amendment with respect to which Landlord is entitled to be indemnifiedthe Suite LL2-34 Expansion Space. I. Utility costs or charges for any after-hours service (including HVAC, hoisting or may invoice freight elevator and the same as Additional Rent pursuant like) to the Lease Suite LL2-34 Expansion Space shall be the responsibility of Tenant from the date Tenant is obligated to commence or commences Tenant’s Work and payable shall be paid for by Tenant upon demand at Landlord’s standard rates then in effect. Tenant shall apply and pay for all utility meters required. Tenant shall pay for all support services provided by Tenant’s Contractors at Tenant’s request or at Landlord’s discretion resulting from breaches or defaults by Tenant under this Workletter. All use of freight elevators is subject to reasonable scheduling by Landlord and the rules and regulations of the Building. Tenant shall arrange and pay for removal of construction debris and shall not place debris in the Buildings waste containers. If required by Landlord, Tenant shall sort and separate its waste and debris for recycling and/or environmental law compliance purposes. J. Tenant shall permit access to the Suite LL2-34 Expansion Space, and Tenant’s Work shall be subject to inspection, by Landlord and Landlord’s architects, engineers, contractors and other representatives, at all times during the period in which Tenant’s Work is being constructed and installed an following completion of Tenant’s Work provided that such inspection shall be conducted in a manner that reasonably minimizes interference with the conduct of Tenant’s Work. K. Tenant shall proceed with its work expeditiously, continuously and efficiently. Tenant shall notify Landlord upon completion of Tenant’s Work and shall furnish Landlord and Landlord’s title insurance company with such further documentation as may be required under Paragraph 5 below. L. Tenant shall have no authority to deviate from the Tenant Plans in performance of Tenant’s Work, except as authorized by Landlord and its designated representative in writing. Tenant shall furnish to Landlord “as-built” drawings of Tenants Work within sixty (60) days after completion of Tenant’s Work. M. Landlord shall have the right to run utility lines, pipes, conduits, duct work and component parts of all mechanical and electrical systems where necessary or desirable through the Suite LL2-34 Expansion Space, to repair, alter, replace or remove the same, and to require Tenant to install and maintain proper access panels thereto provided that none of the foregoing materially interferes with Tenant’s use and occupancy (as permitted by the Lease as amended by this Thirteenth Amendment) of the Suite LL2-34 Expansion Space. N. Tenant shall impose on and enforce all applicable terms of this Workletter against Tenant’s Architect and Tenant’s Contractors.

Performance of Tenant’s Work. (a) Tenant agrees to complete at As soon as practicable after Landlord shall have approved Tenant's sole cost plans and expense specifications and possession of the Premises shall be made available to Tenant and Tenant shall have obtained all work necessary approvals with respect to the Leased Premises as shown on the commencement of Tenant's final construction Work, Tenant shall enter the Premises and shall proceed with due diligence and dispatch to make improvements and install fixtures and other equipment and a full stock of inventory therein, in accordance with the approved plans and specifications and all Governmental Requirements. Such work and installation shall not interfere with any work to be done by Landlord in other work necessary to complete the Leased Premises for Tenant's occupancy. (b) All materials used in the performance portions of the Tenant's Work Shopping Center, shall be done with labor which is not incompatible with other labor employed at the Shopping Center without creating any conflict or work stoppage with, under or as a result of top quality and in new condition. All systems shall any labor agreement to which Landlord or its contractors may be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesparty, and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codessuch rules and regulations as Landlord may reasonably make. Except for Landlord's negligence and willful acts (subject, laws and regulations. (c) Subject however, to the provisions waiver of paragraph 4(c) hereinsubrogation elsewhere set forth in this Lease), Landlord shall have no responsibility or liability whatsoever for any loss of or damage to any fixtures or other equipment or inventory installed or left in the Premises, and Tenant's entry on and occupancy of the Premises shall be governed by and subject to all the provisions, covenants and conditions of this Lease other than those requiring payment of Rent. Prior to commencing any construction work in the Premises, Tenant shall have the right to select its own contractors obtain a building permit and subcontractors (subject furnish a copy of same to Landlord's consent over such contractors . 2-1 Tenant shall also obtain and subcontractorsfurnish to Landlord, which consent shall to be delivered not be unreasonably withheld, conditioned or delayed) to perform any work in later than the Leased Premises, provided that: (i) the contractors employed in connection with the end of Tenant's Work shall be licensedPeriod, bonded and reputable lien waivers from all contractors, subcontractors and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractormaterialmen, and all licenses, certificates and approvals with respect to work done and installations made by Tenant that may be required from the nature and extent of the work Governmental Authorities with respect to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting use and occupancy. Tenant shall complete Tenant's Work and open for business to the foregoingpublic not later than the expiration of Tenant's Work Period. Landlord shall have and Tenant agree that the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf timely performance of Landlord with respect to which Landlord Tenant's obligations under this Article 2 is entitled to be indemnified, or may invoice the same as Additional Rent pursuant a material inducement to the execution and delivery of this Lease and payable upon demand from by Landlord.

Performance of Tenant’s Work. (a) Tenant agrees Tenant, promptly after satisfaction or all Legal Requirements, the obtaining of the Permits, and furnishing Landlord with evidence of the insurance required by Article XIII, shall commence, and proceed with due diligence, to complete at perform Tenant's sole cost Work in accordance with the final approved Building Plans and expense all work complete Tenant's Work and open for business to the Leased Premises as shown public fixturized and adequately staffed. Without limitation on the Tenant's final construction plans foregoing, in the event Tenant is unable to open for business within one hundred twenty (120) days after receipt of Permits (subject to force majeure), Tenant shall provide written notice to Landlord on or before said date, explaining the reason for the delay in opening for business, the actions which Tenant is proceeding with towards opening for business and specifications and all other work necessary the date Tenant expects to complete open for business in the Leased Premises for Tenant's occupancyPremises. (b) All materials used in the performance of the Tenant's Work shall be of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, or cause its contractor to perform, all of the perform Tenant's Work in a good and workmanlike manner under the supervision of a licensed architect or engineer and in compliance all respects in accordance with all applicable codes, laws Legal Requirements and regulationsthe Permits. (c) Subject Representatives of Landlord and Tenant, which representatives shall be designated in writing by each party to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the Tenant's Work shall be licensed, bonded and reputable contractors, and shall comply with any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by itother, shall establish and attend on-site progress meetings with such periods of frequency during the period of construction, as may be approved by mutually agreed between Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with and Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractor. (d) Tenant shall perform Tenant's Work so as not to (i) unreasonably interfere with any other construction being performed at the Center or, (ii) unreasonably impair the use, occupancy or enjoyment at the Center by any Occupant and/or its Permittees. Landlord shall perform Landlord's Work so as not to (i) unreasonably interfere with Tenant's Work or, (ii) unreasonably impair the use, occupancy or enjoyment of the Premises by Tenant and/or its Permittees. (e) Tenant shall take all safety measures reasonably required to protect Landlord and its Permittees and the Center from injury or damage caused by or resulting from the performance of Tenant's Work, including, if requested by Landlord, erecting, at its sole cost and expense, a temporary security fence surrounding the Premises and the Tenant's staging area (if one is shown on Exhibit B) during the period of Tenant's Work. (f) Tenant shall defend, protect, indemnify and hold harmless Landlord and its property the Occupants and asset managers Permittees of the Center from any and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, all Claims (as defined in Section 14.05 of this Lease) arising from or in connection with the death of or accident, injury, loss or damage whatsoever caused to any natural person or to the property of any Person arising out of of, or in connection with, or as a result of such Tenant's Work. (g) Tenant shall repair any damage to the performance Parking Areas, Common Areas and/or other portions of the Center as a result of Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled unless otherwise expressly agreed herein to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from undertaken by Landlord.

Performance of Tenant’s Work. Tenant shall not effect any Tenant’s Work (a) Tenant agrees to complete at Tenant's sole cost and expense all work or any alterations or additions to the Leased Premises as shown on after performance of Tenant’s Work) that might (i) diminish the value of the Premises for laboratory/office use, or (ii) require any unusual expense to re-adapt the Premises for any laboratory/office use. Tenant’s Work shall be performed in accordance with complete, consistent, final construction drawings and specifications (“Construction Documents”) approved in advance by Landlord in writing, which approval shall not be unreasonably withheld. The Construction Documents shall be prepared and stamped by Tenant’s Architect and approved by Landlord in writing. Landlord reserves the right to reject, in whole or in part, the Construction Documents which in its reasonable opinion fail to comply with the provisions of this Lease within fifteen (15) business days of its receipt thereof (the “Review Period”). The Review Period shall not commence unless and until Tenant delivers a complete set of Construction Documents. If Landlord shall disapprove the Construction Documents, it shall state specifically the reasons therefor, and Tenant shall promptly revise and resubmit the Construction Documents. If Landlord fails to respond to Tenant’s request for approval of the Construction Documents within the Review Period then the Construction Documents shall be deemed approved. Tenant shall be solely responsible for the liabilities of and expenses of all architectural and engineering services relating to Tenant’s Work and for the adequacy, accuracy, and completeness of the Construction Documents approved by Landlord unless Tenant elects that Landlord advance the Tenant Allowance (and if so elected, then only to the extent of the Tenant Allowance). The Construction Documents (i) shall set forth in detail the requirements for construction of the Tenant's final construction plans ’s Work (including all architectural, mechanical, electrical and specifications structural drawings and detailed specifications), (ii) shall be fully coordinated with one another and with field conditions as they exist in the Premises and elsewhere in the Building, and (iii) shall show all other work necessary to complete the Leased Premises for Tenant's occupancy. ’s Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. Tenant agrees to hold Landlord harmless if any Tenant’s Work described in the Construction Documents (a) fails to comply with all applicable laws, regulations, building codes, and building design standards, (b) All materials used in any manner affects any structural component of the Building (including, without limitation, exterior walls, exterior windows, core walls, roofs or floor slabs), (c) in any respect is incompatible with the electrical and mechanical components and systems of the Building, (d) affects the exterior of the Building, (e) fails to conform to floor loading limits, and (f) with respect to all materials, equipment and special designs, processes, or products, infringes on any patent or other proprietary rights of others. Landlord’s approval or deemed approval of the Construction Documents and the performance of Tenant’s Work pursuant to the Tenant's Work Construction Documents shall be not result in any liability of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesLandlord, except with respect to Landlord’s advance of the Tenant Allowance, and Tenant Landlord’s approval of Construction Documents shall performsignify only Landlord’s consent to Tenant’s Work shown thereon and shall not result in any responsibility of Landlord concerning compliance of Tenant’s Work with laws, regulations, or cause its contractor codes, coordination of any aspect of Tenant’s Work with any other aspect of Tenant’s Work, or the feasibility of constructing Tenant’s Work without material damage or harm to performthe Building, all of which shall be the sole responsibility of Tenant's . After Tenant’s Contractor has been approved, then the same may thereafter be used by Tenant until Landlord notifies Tenant that Tenant’s Contractor is no longer approved due to Tenant’s Contractor’s failure to comply in any material respect with the requirements of the Construction Documents and/or this Lease. Wxxxxxx X. Xxxxx & Son, Inc., is approved by Landlord as Tenant’s Contractor. Tenant shall procure all necessary governmental permits, licenses and approvals before undertaking any Tenant’s Work. Tenant shall perform all Tenant’s Work at Tenant’s risk in compliance with all applicable laws, codes and regulations and in a good and workmanlike manner employing new materials of good quality. When any Tenant’s Work is in progress, Tenant shall cause to be maintained (i) insurance as may be required by Landlord covering any additional hazards due to such Tenant Work, and (ii) a statutory lxxx xxxx pursuant to M.G.L. c.254, §12 or any successor statute (or such other protection of Landlord’s interest in compliance the Building and Lot against liens as Landlord may reasonably require), in each case for the benefit of Landlord. It shall be a condition of Landlord’s approval of any Tenant’s Work that certificates of such insurance and a lxxx xxxx in recordable form, both issued by responsible insurance companies qualified to do business in Massachusetts and reasonably approved by Landlord, shall have been deposited with Landlord, that Tenant has provided Tenant’s certification of the insurable value of the work in question for casualty insurance purposes, and that all of the other conditions of the Lease have been satisfied. Tenant shall reimburse up to $10,000.00 for Landlord’s reasonable costs of reviewing proposed Tenant’s Work and inspecting installation of the same provided however, that if Tenant elects to have Landlord advance the Tenant Allowance, such costs may be paid from the Tenant Allowance. At all times while performing Tenant’s Work, Tenant shall require any Tenant’s Contractor to comply with all applicable codeslaws, laws regulations, permits and regulations. (c) Subject policies relating to the provisions of paragraph 4(c) hereinsuch work. In performing Tenant’s Work, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the each Tenant's Work shall be licensed, bonded and reputable contractors, and ’s Contractor shall comply with Landlord’s requirements set forth in Section 3.2.1, the first paragraph of Section 3.3, Section 5.1.5 and Section 5.2.3 hereof relating to the time and methods for such work, use of delivery elevators and other Building facilities and each Tenant’s Contractor shall not interfere or disrupt Landlord’s Contractor. Each Tenant’s Contractor shall in all events work on the Premises without causing labor disharmony, coordination difficulties, or delay or impair any applicable law guaranties, warranties or obligations of any contractors of Landlord. If any Tenant’s Contractor uses any Building services or facilities, such Contractor, jointly and reasonable work rules and regulations severally with Tenant, shall agree to reimburse Landlord for the cost thereof based on Landlord’s schedule of charges established by Landlord from time to time for all work (and if no such charges have been established, then based on Landlord’s reasonable charge established at the time). Each Tenant’s Contractor shall, by entry into the Building, be deemed to have agreed to indemnify and hold Landlord harmless from any claim, loss or expense arising in whole or in part out of any act or neglect committed by such person while in the Leased Building, to the same extent as Tenant has so agreed in this Lease, the indemnities of Tenant and Tenant’s Contractor to be joint and several. Tenant shall pay on or prior to the date when any such payment is due, either from its own funds or from the Tenant Allowance, the entire cost of all Tenant’s Work so that the Premises shall always be free of liens for labor or materials. If any mechanic’s lien (including, but not limited which term shall include all similar liens relating to those set forth herein in paragraph 10 the furnishing of this Exhibit "D"); (iilabor and materials) in Landlord's reasonable judgement, such work is filed against the Premises or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or any part thereof which is claimed to be attributable to Tenant, its agents, employees or contractors, Tenant shall promptly discharge the same by payment or filing any necessary bond within thirty (30) days after Tenant has notice (from any source) of such mechanic’s lien. Landlord may, as a condition of its approval of any Tenant’s Work, require Tenant to deposit with Landlord a bond, letter of credit or other similar security in any other project then under construction by the amount of Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction ’s reasonable estimate of the Project by Landlord; and (iii) each value of such contractor and subcontractor, and the nature and extent of the work Work securing Tenant’s obligations to be performed by it, shall be approved by Landlord (but make payments for such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease)Work. Tenant shall provide Landlord with a budget and copies of all contracts entered into with respect to Tenant’s Work and such other information as Landlord reasonably may request. The Tenant Allowance shall be responsible for negotiating all fees advanced to Tenant by Landlord no more frequently than monthly against costs then incurred but unpaid by Tenant with respect to Tenant's permitted contractors and subcontractors, irrespective of whether ’s Work. The Tenant employs Landlord's contractor another contractor or subcontractor. (d) Allowance shall be advanced to Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after in the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against proportion which the Tenant Allowance bears to Tenant’s budget, as the same may be updated, for Tenant’s Work. Tenant shall make application to Landlord for an advance of the Tenant Allowance at least ten (as defined below10) any monies incurred, payable or paid by or on behalf of Landlord with respect business days prior to the date upon which Landlord an advance is entitled to be indemnifiedmade. Such application shall be on such form or forms as Landlord reasonably may require, or and shall be accompanied by invoices, receipts, lien waivers and such other documents as Landlord reasonably may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordrequire.

Performance of Tenant’s Work. Promptly after the delivery of the Premises to Tenant, Landlord’s approval of the Plans (athe “Approved Plans”) and receipt by Tenant agrees to complete at Tenant's sole cost of all required permits and expense approvals, Tenant shall commence and exercise all work to the Leased Premises as shown on the Tenant's final construction plans and specifications and all other work necessary reasonable efforts to complete the Leased Premises for work specified therein (“Tenant's occupancy. (b) ’s Work”). All materials used in the performance of the Tenant's ’s Work shall be completed in accordance with the Approved Plans and the requirements for alterations and improvements made by or on behalf of top quality Tenant set forth in this Lease and in new conditionthe Rules and Regulations; provided, that (i) Tenant shall not be required to provide any additional security (i.e., lien and completion bonds) in connection with Tenant’s Work, and (ii) Tenant shall not be required to use Landlord’s designated contractors with respect to any portions of Tenant’s Work affecting the Structural Elements and/or fire and life safety systems of the Building, unless the same are available at commercially reasonable rates. All systems Tenant’s Work shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered performed by a standard manufacturers general contractor approved by Landlord, which approval shall not be unreasonably withheld or delayed, under a written construction contract (and installation warranties, Landlord hereby acknowledges and Tenant shall perform, or cause its contractor to perform, all of the Tenant's Work in a good and workmanlike manner and in compliance with all applicable codes, laws and regulations. (c) Subject to the provisions of paragraph 4(c) hereinagrees that Advantage General Construction is hereby approved). Further, Tenant shall have the right to select hire its own contractors project manager, architect and subcontractors engineer (together with Tenant’s general contractor, “Tenant’s Construction Team”), subject to Landlord's consent over such contractors and subcontractors’s reasonable approval, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the performance of Tenant's ’s Work (and Landlord hereby acknowledges and agrees that project manager: Xxxxx Xxxxxx, Xxxxxx Partners; architect: Xxx Xxxxxx, DNC Architects; engineer: Xxx Xxxxx, JennErik Engineering is/are hereby approved). The approval by Landlord of Tenant’s Construction Team shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, the defaults or other acts or omissions of the Tenant’s Construction Team. Prior to commencing Tenant’s Work, Tenant shall obtain and provide Landlord with copies of, all state, local and other necessary permits and shall carry such insurance required under the Lease (naming Landlord, Landlord’s property manager, any Superior Mortgagee and any other parties reasonably designated by Landlord as additional insureds). In addition, Landlord may monitor the progress of Tenant’s Work, including, without limitation, attend any weekly or other periodic job meetings. Any review and monitoring of Tenant’s Work by Landlord shall not impose upon Landlord any responsibility or liability whatsoever to Tenant as a result of, or arising out of, Tenant’s Work. Within forty-five (45) days after completion of any Tenant’s Work, Tenant shall provide to Landlord “as-built” plans of the Tenant’s Work. Tenant shall provide Landlord with copies of the certificate of occupancy for any Tenant’s Work that requires a certificate of occupancy reasonably promptly after completion of such Tenant’s Work. Nothing herein shall be licensed, bonded and reputable contractors, and shall comply with construed as permitting Tenant to occupy all or any applicable law and reasonable work rules and regulations established by Landlord from time to time for all work in the Leased Premises (including, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable to the construction portion of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent Premises for which Tenant has not obtained a certificate of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility occupancy or otherwise failed to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractorlegal requirements. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, the performance of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of Landlord with respect to which Landlord is entitled to be indemnified, or may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlord.

Performance of Tenant’s Work. (a) Tenant agrees to complete at shall not effect any Tenant's sole cost and expense all work Work (or any alterations or additions to the Leased Premises as shown on after performance of Tenant's Work) that might (i) diminish the value of the Premises for laboratory/office use, or (ii) require any unusual expense to re-adapt the Premises for any laboratory/office use. Tenant's Work shall be performed in accordance with complete, consistent, final construction drawings and specifications ("Construction Documents") approved in advance by Landlord in writing, which approval shall not be unreasonably withheld. The Construction Documents shall be prepared and stamped by Tenant's Architect and approved by Landlord in writing. Landlord reserves the right to reject, in whole or in part, the Construction Documents which in its reasonable opinion fail to comply with the provisions of this Lease within fifteen (15) business days of its receipt thereof (the "Review Period"). The Review Period shall not commence unless and until Tenant delivers a complete set of Construction Documents. If Landlord shall disapprove the Construction Documents, it shall state specifically the reasons therefor, and Tenant shall promptly revise and resubmit the Construction Documents. If Landlord fails to respond to Tenant's request for approval of the Construction Documents within the Review Period then the Construction Documents shall be deemed approved. Tenant shall be solely responsible for the liabilities of and expenses of all architectural and engineering services relating to Tenant's Work and for the adequacy, accuracy, and completeness of the Construction Documents approved by Landlord unless Tenant elects that Landlord advance the Tenant Allowance (and if so elected, then only to the extent of the Tenant Allowance). The Construction Documents (i) shall set forth in detail the requirements for construction of the Tenant's final construction plans Work (including all architectural, mechanical, electrical and specifications structural drawings and detailed specifications), (ii) shall be fully coordinated with one another and with field conditions as they exist in the Premises and elsewhere in the Building, and (iii) shall show all other work necessary to complete the Leased Premises for Tenant's occupancy. Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. Tenant agrees to hold Landlord harmless if any Tenant's Work described in the Construction Documents (a) fails to comply with all applicable laws, regulations, building codes, and building design standards, (b) All materials used in any manner affects any structural component of the Building (including, without limitation, exterior walls, exterior windows, core walls, roofs or floor slabs), (c) in any respect is incompatible with the electrical and mechanical components and systems of the Building, (d) affects the exterior of the Building, (e) fails to conform to floor loading limits, and (f) with respect to all materials, equipment and special designs, processes, or products, infringes on any patent or other proprietary rights of others. Landlord's approval or deemed approval of the Construction Documents and the performance of the Tenant's Work pursuant to the Construction Documents shall be not result in any liability of top quality and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warrantiesLandlord, except to the extent that Tenant elects to have Landlord advance the Tenant Allowance, and Tenant Landlord's approval of Construction Documents shall performsignify only Landlord's consent to Tenant's Work shown thereon and shall not result in any responsibility of Landlord concerning compliance of Tenant's Work with laws, regulations, or cause its contractor codes, coordination of any aspect of Tenant's Work with any other aspect of Tenant's Work, or the feasibility of constructing Tenant's Work without material damage or harm to performthe Building, all of which shall be the sole responsibility of Tenant. After Tenant's Contractor has been approved, then the same may thereafter be used by Tenant until Landlord notifies Tenant that Tenant's Contractor is no longer approved due to Tenant's Contractor's failure to comply in any material respect with the requirements of the Construction Documents and/or this Lease. Tenant shall procure all necessary governmental permits, licenses and approvals before undertaking any Tenant's Work. Tenant shall perform all Tenant's Work at Tenant's risk in compliance with all applicable laws, codes and regulations and in a good and workmanlike manner employing new materials of good quality. When any Tenant's Work is in progress, Tenant shall cause to be maintained (i) insurance as may be required by Landlord covering any additional hazards due to such Tenant Work, and (ii) a statutory xxxx xxxx pursuant to M.G.L. c.254, ss.12 or any successor statute (or such other protection of Landlord's interest in compliance the Building and Lot against liens as Landlord may reasonably require), in each case for the benefit of Landlord. It shall be a condition of Landlord's approval of any Tenant's Work that certificates of such insurance and a xxxx xxxx in recordable form, both issued by responsible insurance companies qualified to do business in Massachusetts and reasonably approved by Landlord, shall have been deposited with Landlord, that Tenant has provided Tenant's certification of the insurable value of the work in question for casualty insurance purposes, and that all of the other conditions of the Lease have been satisfied. Tenant shall reimburse up to $10,000.00 for Landlord's reasonable costs of reviewing proposed Tenant's Work and inspecting installation of the same PROVIDED HOWEVER, that if Tenant elects to have Landlord advance the Tenant Allowance, such costs may be paid from the Tenant Allowance. At all times while performing Tenant's Work, Tenant shall require any Tenant's Contractor to comply with all applicable codeslaws, laws regulations, permits and regulations. (c) Subject policies relating to the provisions of paragraph 4(c) herein, Tenant shall have the right to select its own contractors and subcontractors (subject to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work in the Leased Premises, provided that: (i) the contractors employed in connection with the work. In performing Tenant's Work shall be licensedWork, bonded and reputable contractors, and each Tenant's Contractor shall comply with Landlord's requirements set forth in Section 3.2.1, the first paragraph of Section 3.3, Section 5.1.5 and Section 5.2.3 hereof relating to the time and methods for such work, use of delivery elevators and other Building facilities and each Tenant's Contractor shall not interfere or disrupt Landlord's Contractor. Each Tenant's Contractor shall in all events work on the Premises without causing labor disharmony, coordination difficulties, or delay or impair any applicable law guaranties, warranties or obligations of any contractors of Landlord. If any Tenant's Contractor uses any Building services or facilities, such Contractor, jointly and reasonable work rules and regulations severally with Tenant, shall agree to reimburse Landlord for the cost thereof based on Landlord's schedule of charges established by Landlord from time to time for all work in the Leased Premises (includingand if no such charges have been established, but not limited to those set forth herein in paragraph 10 of this Exhibit "D"); (ii) in then based on Landlord's reasonable judgementcharge established at the time). Each Tenant's Contractor shall, by entry into the Building, be deemed to have agreed to indemnify and hold Landlord harmless from any claim, loss or expense arising in whole or in part out of any act or neglect committed by such work person while in the Building, to the same extent as Tenant has so agreed in this Lease, the indemnities of Tenant and Tenant's Contractor to be joint and several. Tenant shall pay on or prior to date when any such payment is due, either from its own funds or from the identities Tenant Allowance if Tenant elects to have Landlord advance the Tenant Allowance, the entire cost of all Tenant's Work so that the Premises shall always be free of liens for labor or presence materials. If any mechanic's lien (which term shall include all similar liens relating to the furnishing of such contractors labor and materials) is filed against the Premises or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or any part thereof which is claimed to be attributable to Tenant, its agents, employees or contractors, Tenant shall promptly discharge the same by payment or filing any necessary bond within thirty (30) days after Tenant has notice (from any source) of such mechanic's lien. Landlord may, as a condition of its approval of any Tenant's Work, require Tenant to deposit with Landlord a bond, letter of credit or other similar security in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from the amount of Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable reasonable estimate of the value of such Work securing Tenant's obligations to make payments for such Work. Landlord shall permit Tenant and Tenant's Contractor access to the construction Premises prior to the Commencement Date for the performance of the Project by Landlord; and (iii) each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Work if Tenant employs Landlord's contractor Contractor or another contractor or subcontractor. (d) Tenant shall defend, indemnify and hold harmless approved by Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after the Lease Commencement Date, arising from or out of or in connection with, for the performance of Tenant's Work and if the concurrent performance of the Base Building Improvements and Tenant's Work will not delay the Substantial Completion Date. Subject to the foregoing, Landlord shall cooperate with Tenant's Contractor in connection with Tenant's Work. If Tenant elects to have Landlord advance the Tenant Allowance, and, without limiting Tenant shall provide Landlord with a budget and copies of all contracts entered into with respect to Tenant's Work and such other information as Landlord reasonably may request. The Tenant Allowance shall be advanced to Tenant by Landlord no more frequently than monthly against costs then incurred but unpaid by Tenant with respect to Tenant's Work. The Tenant Allowance shall be advanced to Tenant in the foregoing. Landlord shall have the right to offset against proportion which the Tenant Allowance bears to Tenant's budget, as the same may be updated, for Tenant's Work. Tenant shall make application to Landlord for an advance of the Tenant Allowance at least ten (as defined below10) any monies incurred, payable or paid by or on behalf of Landlord with respect business days prior to the date upon which Landlord an advance is entitled to be indemnifiedmade. Such application shall be on such form or forms as Landlord reasonably may require, or and shall be accompanied by invoices, receipts, lien waivers and such other documents as Landlord reasonably may invoice the same as Additional Rent pursuant to the Lease and payable upon demand from Landlordrequire.

Performance of Tenant’s Work. (a) Unless Landlord and Tenant agrees otherwise agree, after approval of Tenaxx'x Xlans, Landlord shall obtain, if Landlord does not act as CM coordinator, three (3) bids from outside contractors approved by Landlord to complete at perform Tenant's sole cost Work. Landxxxx xxxees to use the contractor providing the lowest bid and expense all work to such bid price plus Landlord's direct contractor cost(s) and construction management fee (as set forth in 3(e) below) shall for purposes of this Lease be the Leased Premises as shown on the "Cost of Tenant's final construction plans and specifications and all other work necessary to complete the Leased Premises for Tenant's occupancyWork". (b) All materials used If Landlord shall be delayed in completing Landlord's construction as a result of: (i) Tenant's request for materials, finishes or installations other than Landlord's standard; or (ii) Tenant's changes in the approved plans; or (iii) Tenant's failure to approve the plans and specifications or the estimate of construction costs in a timely manner pursuant to the provisions hereinabove set forth; or (iv) The performance of work by a person, firm or corporation employed by Tenaxx xxx delays in the completion of said work by said person, firm or corporation, then, Tenaxx xxxees to pay to Landlord, in addition to any sum provided above, a sum equal to any additional cost to Landlord in completing Landxxxx'x xonstruction resulting from any of the foregoing failures, acts or omissions of Tenant's Work . Any such sums may be collected by Landlord as "additional rent" from time to time, upon demand, whether or not the Term shall have commenced and in the event of the default in payment thereof, Landlord shall (in addition to all other remedies) have the same rights as in the event of default in payment of Rent. All such delays in this Section shall be of top quality called Tenant Delays and in new condition. All systems shall be in good working order when completed. All equipment installed shall be Underwriter's Laboratory approved and be covered by a standard manufacturers and installation warranties, and Tenant shall perform, not cause any extension or cause its contractor to perform, all delay of the Tenant's Work Commencement Date of this Lease as provided in a good Section 1 and workmanlike manner and in compliance with all applicable codes, laws and regulations4 of the Lease. (c) Subject Promptly after approval of Tenant's Plans and the "Cost of Tenant's Work" (as hereinafter defined) by Landlord and Tenant, and provided Tenant has paid Landlord the "Cost Differential" (as hereinafter defined), if any, Landlord shall cause construction of Tenant's Work to the provisions of paragraph 4(c) herein, Tenant be commenced. Landlord shall have the right use reasonable efforts to select its own contractors and subcontractors (subject cause Tenant's Work to Landlord's consent over such contractors and subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed) to perform any work completed substantially in the Leased Premises, provided that: (i) the contractors employed in connection accordance with the Tenant's Work shall be licensedPlans in a prompt manner subject, bonded and reputable contractorshowever, and shall comply with to an extension of said number of days for a period of time equal to the period of time that the performance of Landlord's obligations is prevented, delayed, retarded or hindered by acts of God, weather or unusual severity, fire, earthquake, flood, explosion, action of the elements, malicious mischief, inability to procure or general shortage of labor, services material, equipment, facilities, or supplies in the open market, failure of transportation, strikes, lockouts, actions of labor unions, condemnation, public requisition, laws, orders of government or civil or defense authorities, or any applicable law and other cause, whether similar or dissimilar to the foregoing, not within the reasonable work rules and regulations established by control of Landlord (all the foregoing hereinafter collectively referred to as "Unavoidable Delays"). In the event of any Unavoidable Delays, from time to time for all work in time, during the Leased Premises (includingcourse of performing Tenant's Work, but not limited to those the number of days set forth herein above in paragraph 10 this Paragraph 4 shall be increased each time by a number of this Exhibit "D"); (ii) in Landlord's reasonable judgement, such work or the identities or presence of such contractors or their subcontractors will not result in delays, stoppages or other action or the threat thereof which may interfere with construction progress of or delay in completion of other work in the Building or in any other project then under construction by Landlord, or in any manner impair any guarantee or warranty from Landlord's contractor or its subcontractors, or conflict with any labor agreements applicable days equal to the construction number of the Project by Landlord; and (iii) days of each such contractor and subcontractor, and the nature and extent of the work to be performed by it, shall be approved by Landlord (but such approval shall not relieve Tenant of its responsibility to comply with the applicable provisions of this Exhibit nor constitute a waiver by Landlord of any of its rights under the Lease). Tenant shall be responsible for negotiating all fees with Tenant's permitted contractors and subcontractors, irrespective of whether Tenant employs Landlord's contractor another contractor or subcontractordelay. (d) Tenant shall defend, indemnify and hold harmless Landlord and its property and asset managers and their respective agents, employees, officers and partners, harmless from and against any claim, demand, loss, damage, cost, liability, suit, or expense, whether occurring incurred or arising before or after hereby appoints JEANXX X. XXXXXX xx the Lease Commencement Date, arising from or out authorized representative of or in connection with, the performance Tenant for purposes of the Tenant's Work, and, without limiting the foregoing. Landlord shall have the right to offset against the Tenant Allowance (as defined below) any monies incurred, payable or paid by or on behalf of dealing with Landlord with respect to which all matters involving, directly or indirectly, Tenaxx'x Xlans and Tenant's Work including without limitation, change orders to Tenaxx'x Xlans (such person hereinafter referred to as the "Designated Representative"). Tenant hereby warrants and represents to Landlord is entitled that the Designated Representative has the requisite power and authority to deal with Landlord in the manner contemplated herein and that Tenant shall be indemnified, or may invoice bound by the same as Additional Rent pursuant acts and omissions of the Designated Representative. (e) Subject to the Lease provisions set forth in this Exhibit D and Landxxxx'x xeceipt of a building permit, Landlord shall commence construction of Tenant's Work within ten (10) days after final approval by Landlord of Tenant's Plans and approval by Landlord of the cost to complete Tenaxx'x Xork (hereinafter referred to as the "Cost of Tenant's Work"). Tenant acknowledges and agrees that the Cost of Tenant's Work shall include a construction management fee payable upon demand from Landlordto Landlord in the amount of six (6%) percent of the Cost of Tenant's Work as CM coordinator.