Common use of Plans and Specifications Clause in Contracts

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. After Landlord receives and approves Tenant’s Space Plan as provided above, Tenant shall be solely responsible will cause Tenant’s Architect to prepare the Plans and Specifications for the preparation of Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the final architecturalPlans and Specifications in writing within ten (10) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, electrical Tenant will provide appropriately revised Plans and mechanical construction drawings, plans and specifications Specifications to Landlord for approval (called “plans”or disapproval) necessary for Tenant to construct within five (5) Business Days on the Premises for Tenant’s occupancy, which plans shall be subject to approval by same basis as set forth above. After Landlord’s architect approval, Tenant will submit the Plans and engineers Specifications for permits and shall comply construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications, provided reasonable deviations with their reasonable requirements respect to avoid aesthetic the ceiling, lighting, painting, flooring and wall covering may be permitted with Landlord’s approval. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other conflicts tenants in the Building, or (c) are of a nature or quality that are inconsistent with the design and function of the balance of Landlord’s overall plan or objectives for the Building. No approval by Landlord of any deviation constitutes an acknowledgment by Landlord that such deviations are in conformance with applicable codes, ordinances and other Laws. In the event that Landlord’s approval is solely given for shall be required in this Tenant Improvements Agreement, then notwithstanding anything to the benefit of Landlordcontrary set forth in the Lease, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does shall not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day periodbe unreasonably withheld, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerdelayed.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. 2.3.1 Tenant shall be solely responsible has retained XxXxxxx Architects, Inc. to prepare the Plans and Specifications for the preparation of the final architectural, electrical and mechanical construction drawings, Tenant Improvements. The plans and specifications shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld or delayed, provided that such Plans and Specifications comply with the requirements of this paragraph 2.3. Tenant shall endeavor to design the Tenant Improvements consistent with the Landlord’s sustainability practices and certain Green Agency Ratings (called as determined by Landlord), specifically the SMACNA “plans”) necessary IAQ Guidelines for Occupied Buildings under Construction” 1995, Chapter 3. Tenant further agrees to engage a third party LEED or Green Globe Accredited Professional or similarly qualified professional with respect to the design and construction of the Tenant Improvements. Tenant also shall endeavor to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordcertified LEED CI standards, and neither Tenant nor any third party shall have the right to rely upon request descriptions of recent commissioning and energy audits that the Landlord has undertaken to understand and retrofit building systems to the green/sustainable level referenced above. 2.3.2 Landlord hereby approves the space plan submitted by Tenant, a copy of which is attached hereto as Exhibit A (the “Space Plan”). 2.3.3 Tenant shall cause its architect to prepare from Tenant’s approved Space Plan, complete Plans and Specifications within a reasonable time after Landlord approves the Space Plan. The Plans and Specifications shall (a) be compatible with the Building shell and with the design, construction and equipment of the Building; (b) comply with all Governmental Requirements; (c) comply with all applicable insurance regulations; and (d) be consistent with the approved Space Plan. Tenant shall submit the Plans and Specifications for Landlord’s Approval in the same manner as provided in Subparagraph 2.3.2 above for approval by Landlord of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this LeaseSpace Plan. If required by Landlord, Tenant’s architect shall consult with Landlord’s architects engineer in preparing the Plans and engineers Specifications, and incorporate such engineer’s requirements into the Plans and Specifications. The fees of such engineer shall respond be a Tenant Improvement Cost (with approval as hereafter defined). Landlord shall approve or disapprovaldisapprove the proposed Plans and Specifications within the five (5) to any plan submission by Tenant within 8 business days after Landlord’s Business Day period following its receipt thereofof such Plans and Specifications. If Landlord fails to respond to shall disapprove of any such submission portion of the Plans and Specifications, Landlord shall advise Tenant within such 8 business day periodfive (5) Business Day period of the reasons therefor and shall notify Tenant in writing of the revisions to the Plans and Specifications that are reasonably required by Landlord for the purpose of obtaining approval. Tenant shall within seven (7) days submit to Landlord, which failure continues for more than 2 business days after Tenant gives Landlord’s approval, a redesign of the Plans and Specifications, incorporating the revisions required by Landlord. If a redesign of the Plans and Specifications is not approved by Landlord a written notice in its reasonable discretion within ten (the “Deemed Approved Notice”10) advising Landlord that such plan submission shall be deemed approved within 2 business days of Business Days following Landlord’s receipt of the Deemed Approved Noticefirst version of the Plans and Specifications submitted to Landlord for approval, then such plan submission the period beginning on the tenth (10th) Business Day following Landlord’s receipt of the first version of the Plans and Specifications submitted to Landlord for approval until the date Landlord acting reasonably approves a subsequent redesign shall be deemed approved hereunder“Tenant Delay” and the Commencement Date shall be deemed to have occurred on the date that Substantial Completion would have been achieved absent such Tenant Delay. The Deemed Approved Notice shall, failure of Landlord to approve or disapprove any proposed Plans and Specifications within the time period required hereunder shall constitute Landlord Delay and the Outside Commencement Date shall be extended for the period of such Landlord Delay. 2.3.4 Landlord shall grant an allowance to Tenant in order an amount up to the Space Planning Allowance (as defined in Section 1 hereof) to be effective, contain on used solely to pay Tenant’s architect directly or to reimburse the first page thereof, Tenant for the fees (the “Space Planning Fees”) of Tenant’s architect in preparing the Space Plan. Payment by Landlord of the Space Planning Allowance (or such portion thereof as shall be eligible for disbursement hereunder) shall be made in a font at least twice as large as single disbursement and shall be subject to satisfaction of the font following condition: Tenant shall have furnished Landlord with a copy of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event LandlordTenant’s architect’s or engineers’ approval invoice for the Space Planning Fees and, in the case of Tenant’s plans is withheld or conditionedwritten request for reimbursement to it of paid Space Planning Fees, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements evidence of the design payment of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.same,

Plans and Specifications. To the extent Tenant is required to or does perform work on the Premises, as soon a reasonably possible after the Effective Date of this Lease (no delay being caused by Tenant), Tenant shall be solely responsible submit to Landlord for the preparation approval one (1) reproducible set and three (3) copies of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansTenant’s Plans”) necessary for Tenant to construct the Premises for prepared by a registered architect or engineer showing all of Tenant’s occupancyWork, which will be prepared in conformity with the requirements of this Lease and the Landlord’s Criteria. Within twenty (20) days following receipt of Tenant’s Plans, Landlord will notify Tenant of any changes reasonably required by Landlord. Promptly following receipt of Landlord’s notice, Tenant shall revise Tenant’s Plans to incorporate all of Landlord’s required changes (if any) and, if changes are required, will deliver the revised plans shall be subject to Landlord within twenty (20) days following receipt of Landlord’s notice. If Landlord requires further changes to Tenant’s Plans, Tenant will similarly revise and resubmit Tenant’s Plans to Landlord within an additional period of five (5) days until approval by Landlord. If Xxxxxx does not deliver Tenant’s architect Plans to Landlord within the time limits set forth above, then in addition to any other rights and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordremedies that Landlord may have at law and/or in equity, and neither Tenant nor any third party Landlord shall have the right right, but not the obligation, to rely upon Landlord’s approval advance the Commencement Date one (1) day for each day that Tenant fails to comply with the time limits set forth above. Approval of Tenant’s plans Plans will not constitute an assumption of responsibility by Landlord for their accuracy, sufficiency or compliance with any purpose whatsoever applicable governmental laws, ordinances, rules, regulations, codes or other than that Landlord does governmental restrictions or requirements. Tenant may not object thereto under this Lease. begin any work in the Premises until Xxxxxx receives Landlord’s architects and engineers shall respond written approval of Xxxxxx’s Plans. After Landlord has approved Tenant’s Plans, Tenant shall: (with approval or disapprovali) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any enter into written agreements (it being agreed that a copy of each such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission agreement shall be deemed approved within 2 business days of Landlordprovided to Landlord prior to proceeding with Tenant’s receipt of Work) for the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval performance of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Work with such contractors and subcontractors selected by Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord, which approval shall not be unreasonably withheld or delayed; (ii) before proceeding with Tenant’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingWork, Tenant provide Landlord with ten (10) days’ prior written notice thereof (which notice shall be responsible for all elements include a list of the design names and addresses of all contactors, subcontractors and material suppliers performing Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.Work; and

Plans and Specifications. Tenant Landlord, at Landlord's sole cost and expense, shall engage XxXxxxxx Xxxxx and Partners to design the Improvements in compliance with all applicable governmental requirements, which design shall be solely responsible for set forth in the preparation of the final architectural, electrical Plans and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order Specifications to be effective, contain on the first page thereof, in a font at least twice reviewed and approved by Landlord and Tenant. As soon as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedpracticable after execution hereof, Landlord shall send prompt written notification thereof prepare or cause to be prepared Plans and Specifications for construction of the Improvements, and shall submit the same to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and approval. Tenant shall promptly have the plans revised by its architect a period of twenty (20) days within which to incorporate all reasonable objections either approve such Plans and conditions presented by Landlord and shall resubmit such plans Specifications or to make comments or changes thereon. If Tenant does not respond to Landlord. Landlord’s architects 's submission of Plans and engineers shall respond Specifications within such twenty (with approval or disapproval20) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingday period, Tenant shall be responsible deemed to have approved the same. If Tenant responds by making reasonable comments to the proposed Plans and Specifications, Landlord shall revise the Plans and Specifications in accordance with Tenant's comments and resubmit them to Tenant for all elements approval within fifteen (15) business days from the date of receipt of written comments from Tenant. Tenant shall then have ten (10) days to approve such revised Plans and Specifications. If Tenant disapproves the Plans and Specifications and Landlord declines to make changes required by Tenant, Tenant may terminate this Lease as a Permitted Termination by giving written notice to Landlord within five (5) business days after receipt of Landlord's written disapproval of such Plans and Specifications. If the Lease is terminated as provided hereunder, then Tenant shall promptly reimburse Landlord for the actual costs incurred by Landlord in preparing the Plans and Specifications and the Engineering Plans, Landlord and Tenant shall have no further obligations under the terms of this Lease and Tenant shall continue to lease the Original Premises from Landlord pursuant to the terms and conditions of a Lease dated May 1984, as amended. Once the Plans and Specifications have been approved, no changes to or alterations of the design of Tenant’s plans (includingPlans and Specifications shall be made unless agreed upon by both parties, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises duly prepared by XxXxxxxx Xxxxx and the placement of Tenant’s furniture, appliances and equipment)Partners Architects, and Landlord’s approval of executed by both Landlord and Tenant’s plans . Landlord shall not be responsible or liable in no event relieve Tenant of the responsibility any way for such design. Tenant agrees it shall be solely responsible for the timely preparation any defects in any Plans and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerSpecifications approved by Tenant.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. 1.1 Tenant shall retain the services of a space planner (the "SPACE PLANNER"), to be solely responsible determined a later date, to prepare a detailed space plan (the "SPACE PLAN") mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements in the Premises. Tenant shall submit the Space Plan and any proposed revisions thereto to Landlord for Landlord's approval. 1.2 Based on the approved Space Plan, Tenant shall cause the Space Planner to prepare detailed plans, specifications and working drawings mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements (the "PLANS"). Landlord and Tenant shall diligently pursue the preparation of the final architecturalPlans. Tenant shall submit the Plans and any proposed revisions thereto, electrical including the estimated cost of the Tenant Improvements. All necessary revisions to the Space Plan and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans Plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond made within two (with approval or disapproval2) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof's response thereto. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission This procedure shall be deemed approved within 2 business days of Landlord’s receipt of repeated until Landlord ultimately approves the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSSpace Plan and Plans.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, 1.3 Tenant shall be responsible for ensuring that the Plans are compatible with the design, construction and equipment of the Building, comply with applicable Regulations and the Standards (defined below), and contain all elements such information as may be required to show locations, types and requirements for all heat loads, people loads, floor loads, power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, light fixtures and related power, and electrical and telephone switches, B.T.U. calculations, electrical requirements and special receptacle requirements. The Plans shall also include mechanical, electrical, plumbing, structural and engineering drawings mutually satisfactory to Landlord and Tenant which shall be prepared by the mechanical contractor or contractors, to be determined at a later date. Notwithstanding Landlord's preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans or any revisions thereto, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulations of any improvements described therein or constructed in accordance therewith. Tenant hereby waives all claims against Landlord relating to, or arising out of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of designor construction of, the structural integrity of Tenant Improvements. 1.4 Landlord may approve or disapprove the designSpace Plan or Plans or any proposed revision thereto submitted to Landlord in Landlord's reasonable discretion. Landlord shall not be deemed to have approved the Space Plan, the configuration of the Premises and the placement of Tenant’s furniturePlans, appliances and equipment)or any proposed revisions thereto, and unless approved by Landlord in writing. Landlord shall approve or disapprove any Space Plan, Plans or proposed revisions thereto submitted to Landlord for Landlord’s 's approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. within five (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner5) business days after Landlord's receipt thereof.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. After Landlord receives and approves the Space Plan as provided above, Tenant shall be solely responsible will cause Architect to prepare the Plans and Specifications for the preparation Tenant Improvements and deliver a full set of the final architectural, electrical Plans and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct Specifications within the Premises for time period set forth in the Timeline. This Plan preparation will include Tenant’s occupancy, which Architect engaging Xxxxxxx and Xxxxx to prepare the MEP plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordTenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing on or before the date set forth in the Timeline. If Landlord disapproves the Plans and Specifications, the Plans and neither Specifications will be revised. Tenant nor any third party shall have the right to rely upon Landlord’s will resubmit such revised Plans and Specifications for approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord on or before the date set forth in the Timeline on the same basis as set forth above. After Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedapproval, Landlord shall send prompt written notification thereof will submit the Plans and Specifications for permits and construction bids in accordance with the Timeline. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications. Landlord will not approve any deviations which Landlord reasonably believes (a) do not conform to Tenant applicable codes, ordinances, Disability Laws and include other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of a reasonably detailed statement identifying the reasons for such refusal nature or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to quality that are inconsistent with Landlord. Landlord’s architects and engineers shall respond (with approval 's overall plan or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible objectives for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerBuilding.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Landlord and Tenant shall be solely responsible use reasonable efforts to agree upon complete architectural drawings, construction plans and specifications for the preparation Tenant Work (hereinafter referred to as the "Plans and Specifications"). Tenant shall furnish Landlord with preliminary plans and specifications for the Tenant Work by August 10, 1998, which plans shall comply with building codes of all applicable authorities or agencies having jurisdiction. Landlord agrees that it will not unreasonably withhold or delay approval of the final architectural, electrical and mechanical construction drawings, preliminary plans and specifications (called “plans”) necessary for Tenant upon which approval, such plans and specifications are to construct be referred to as the Premises for Tenant’s occupancy"Approved Plans and Specifications"), which plans shall be subject to approval by Landlord’s architect provided the same are complete and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the consistent in all respects (including design and function of the balance of the Buildingmaterials) with plans for a first-class full service restaurant. Landlord’s approval is solely given for the benefit of LandlordLandlord agrees to review Tenant's proposed plans promptly, and neither to provide Tenant nor with any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond required changes within ten (with approval or disapproval10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s its receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunderproposed plans. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have use reasonable efforts to accommodate the interests of the other and to agree on final construction plans revised by its architect and specifications. Any modifications to incorporate all reasonable objections the Approved Plans and conditions presented by Landlord and shall resubmit such plans Specifications required to Landlord. Landlord’s architects and engineers shall respond (comply with approval local building codes or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process other governmental requirements shall be followed until the plans prepared at Tenant's expense, and any additional cost of construction occasioned thereby shall have been approved be paid by Landlord’s architect and engineers without unreasonable objection or conditionTenant. Without limiting the foregoingDuring progress of construction, Tenant shall be responsible provide Landlord with one copy of all shop drawings for Landlord's records, and copies of all elements field and job progress reports from Tenant's architect(s). Neither Landlord's approval of the design Plans and Specifications, nor any other inspections or approvals of Tenant’s the improvements on or about the Premises or plans (includingfor construction thereof by Landlord's employees, without limitationagents or inspecting engineers, shall constitute a warranty or representation as to the technical sufficiency, adequacy, safety or compliance with law, functionality of design, the structural integrity laws of the designplans, structures, any of their component parts, or any other physical condition or feature pertaining to the configuration improvements, it being acknowledged by Tenant that Landlord has made such approvals solely as a landlord in determining and protecting the value of the Premises and the placement of Tenant’s furniture, appliances and equipment)its property for internal purposes, and Landlord’s approval of Tenant’s plans shall not as an expert in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs construction-related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannermatters.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Landlord shall provide Tenant shall be solely responsible with notice approving or disapproving any proposed plans and specifications for the preparation Tenant Improvement Work within the Required Period (defined below) after the later of Landlord’s receipt thereof from Tenant or the final architecturalmutual execution and delivery of this Agreement. As used herein, electrical and mechanical “Required Period” means (a) 15 business days in the case of construction drawings, and (b) 10 business days in the case of any other plans and specifications (called “plans”) including a space plan). Any such notice of disapproval shall describe with reasonable specificity the basis of disapproval and the changes that would be necessary for Tenant to construct the Premises for resolve Landlord’s objections. Provided that Tenant’s occupancywritten request for approval of the construction drawings for the Tenant Improvement Work (or, which as the case may be, other plans and specifications thereto), provides as follows in 14 point bold type on the top of the first page of such written request: “LANDLORD’S FAILURE TO RESPOND WITHIN [15][10] BUSINESS DAYS TO THIS REQUEST FOR APPROVAL SHALL BE DEEMED APPROVAL OF THE ALTERATIONS PROPOSED HEREIN”, then Landlord’s failure to respond within the Required Period shall be subject to approval by deemed Landlord’s architect and engineers and shall comply consent to the proposed Tenant Improvement Work described with their reasonable requirements to avoid aesthetic or other conflicts with particularity in such written request. Notwithstanding the design and function terms of Section 8 of the balance of Lease to the Building. Landlord’s approval is solely given for the benefit of Landlordcontrary, and neither if (i) when Tenant nor any third party shall have the right to rely upon requests Landlord’s approval of Tenant’s plans for any purpose whatsoever other than Tenant Improvement Work, Tenant specifically requests that Landlord does identify any such Tenant Improvement Work that will not object thereto under this be required to be removed pursuant to Section 8 of the Lease. Landlord’s architects and engineers shall respond , (with approval or disapprovalii) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any within the stated Required Period, and (iii) such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be Improvement Work is deemed approved within 2 business days of Landlord’s receipt of in accordance with the Deemed Approved Noticeforegoing sentence, then the following provisions shall apply with respect to such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.Improvement Work:

Plans and Specifications. Following the Execution Date, Tenant shall, at its sole cost and expense, prepare and submit to Landlord a complete set of permittable construction drawings (collectively, the “Construction Drawings”), covering all work to be performed by Xxxxxx in constructing the Tenant Improvements. Tenant shall be solely responsible for have no right to include in the preparation Construction Drawings any Tenant Improvements that would materially alter the exterior appearance or basic nature of the final architecturalBuilding, electrical or any Building systems. The Construction Drawings shall be in such detail as Landlord may reasonably require (provided that such requirements are consistent with customary practice in the Atlanta, Georgia office market) and mechanical construction drawingsshall be in compliance with all applicable statues, plans ordinances and specifications regulations; provided, however, that Landlord’s approval of the Construction Drawings shall not be deemed to be a warranty or representation that the Construction Drawings comply with all applicable statues, ordinances and regulations. Landlord shall have five (called “plans”5) necessary for business days after receipt of the Construction Drawings in which to review the Construction Drawings and in which to give to Tenant written notice of its approval of the Construction Drawings or its requested changes to construct the Premises for TenantConstruction Drawings. If Landlord requests any changes to the Construction Drawings, Tenant shall make such changes and shall, within five (5) business days of its receipt of Landlord’s occupancyrequested changes (if any), submit the revised portion of the Construction Drawings to Landlord. Landlord shall have five (5) business days after receipt of the revised Construction Drawings in which plans to review said revised Construction Drawings and in which to give to Tenant written notice of its approval of the revised Construction Drawings or its requested changes thereto. This process shall continue until such time, if at all, that Landlord approves the Construction Drawings in accordance with this subsection (c). If Landlord shall fail to give Tenant written notice of its approval or requested changes to the Construction Drawings or any revisions thereto within said five (5) business day period, Landlord’s approval thereof shall be deemed given. Thereafter, any changes to the Construction Drawings shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of prior written approval, including, without limitation, those required by any governmental authority having jurisdiction over the Building. Landlord’s approval is solely given for Notwithstanding the benefit of Landlordforegoing, and neither Tenant nor any third party shall have the right to rely upon change the Construction Drawings without obtaining Landlord’s approval prior written consent provided that (i) such changes are non-structural in nature and are not visible from outside of Tenant’s plans for the Leased Premises; (ii) such changes do not impact, in any purpose whatsoever way, any other than that Landlord tenant of the Building or such other tenants’ premises; (iii) such changes do not increase the load on any Building systems, services or utilities; (iv) the cost of such changes does not object thereto under this Lease. Landlord’s architects exceed Five Thousand and engineers shall respond No/100 Dollars ($5,000.00); and (v) Tenant provides Landlord with approval or disapprovalfive (5) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a prior written notice (of its intention to make such changes stating in reasonable detail the “Deemed Approved Notice”) advising Landlord that nature, extent and estimated cost of such plan submission changes together with the plans and specifications for the same. Tenant shall be deemed approved within 2 business days of Landlord’s receipt at all times in its preparation of the Deemed Approved NoticeConstruction Drawings, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font and of any other text contained revisions thereto, act reasonably and in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, good faith. Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying at all times in its review of the reasons for such refusal or conditionConstruction Drawings, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections any revisions thereto, act reasonably and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannergood faith.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible Landlord's Architect has previously prepared the Original Base Building Plans and Specifications. At Tenant's request, Landlord has obtained the governmental approvals, permits and variances required for the preparation construction of the final architecturalBase Building Improvements contemplated under this Lease (the "Expansion Approvals"). At Tenant's sole cost and expense, electrical Landlord's Architect shall modify and mechanical amend the Original Base Building Plans and Specifications, on or before Friday, February 23, 2001, to incorporate any changes necessary to accommodate construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct of all of the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts Base Building Improvements substantially in accordance with the design 951 Gateway Preliminary Specifications (the "Base Building Plans and function of the balance of the BuildingSpecifications"). Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approve the Base Building Plans and Specifications only to the extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications which are material deviations from the 951 Gateway Preliminary Specifications; provided, however, that such approval of Tenant’s plans for any purpose whatsoever other than shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by if Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues ten (10) days following Landlord's request for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingapproval, Tenant shall be responsible conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord's discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord's request for all elements consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the design Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration 's use of the Premises and or a material effect on the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of aesthetic appearance or impression relating to the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerBase Building Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible Before the Lease reference date, Landlord has caused TEF Architecture and Interior Design, Inc. (“Architect”) to prepare and submit to City for its approval a space plan for the preparation Leasehold Improvements based on City’s program requirements for use of the final architecturalPremises. City hereby approves the space plan dated , electrical and mechanical construction drawings, plans and specifications 2017 (called the “plansApproved Space Plan”) necessary attached hereto as Exhibit F. Immediately following the Effective Date of this Lease (as defined in Immediately following City’s approval (or deemed approval) of the Pricing Plans, based on the approved Pricing Plans and any adjustments authorized by City, Landlord shall cause final plans, specifications and working drawings for Tenant the Leasehold Improvements to construct be prepared, in conformity with the Premises for Tenantrequirements hereof. Landlord shall use commercially reasonable efforts to submit a copy of such final plans, specifications and working drawings in sufficient detail to define the work (the “Construction Drawings”) to City within sixty (60) days after the City’s occupancy, which plans approval of such Pricing Plans. The Construction Drawings shall be subject to City’s approval, which approval by Landlord’s architect shall not be unreasonably withheld. City shall have ten (10) business days to review and engineers and shall comply with their reasonable requirements to avoid aesthetic either approve of the Construction Drawings or other conflicts provide Landlord with the design and function of the balance of the Building. Landlordrevisions that City reasonably requires in order to obtain City’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofapproval. If Landlord the City fails to respond to any such submission approve or disapprove the Construction Drawings within such 8 business ten-day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Construction Drawings shall be deemed approved within 2 approved. As soon as reasonably possible and no later than ten (10) business days of Landlord’s receipt of thereafter, Landlord shall submit to City revised Construction Drawings that incorporate the Deemed Approved Noticerevisions required by City. City shall have five (5) business days to review and approve the revisions to the Construction Drawings (which approval shall not be unreasonably withheld). If the City fails to approve or disapprove the revisions to the Construction Drawings within such five-day period, then such plan submission the revisions to the Construction Drawings shall be deemed approved hereunderapproved. The Deemed Approved Notice shall, in order final Construction Drawings approved by City shall be referred to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSConstruction Documents.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.”

Plans and Specifications. (a) Tenant agrees to prepare, at Tenant's sole cost and expense, and furnish to Landlord, architectural, mechanical, electrical, plumbing, fire protection and structural engineering schematic design documents, design development documents and final construction documents for the TIW (such documentation and the constituent items thereof are referred to herein collectively and respectively as the "Documents"; and the final construction documents approved by Landlord hereunder are referred to herein as the "Construction Documents"). The Documents shall be prepared by an architect ("Tenant's Architect") experienced in the construction of tenant improvements in first-class buildings in the Boston area, retained by Tenant and approved by Landlord in advance. Landlord hereby approves Gensler and Associates as Tenant's Architect. There shall be no requirement for Tenant to use any particular building standard materials or items; however, the TIW shall be consistent with tenant improvements typically installed in comparable first-class office buildings in Boston. Tenant shall also retain at market rates the services of the mechanical, electrical, plumbing and structural engineers engaged by Landlord for the Base Building Work ("Landlord's Engineers") to assist in the preparation of the Documents. Tenant shall cause Tenant's Architect to perform all architectural services typically and reasonably required under typical construction contracts for similar leasehold improvements and shall be solely responsible for the preparation cost of all architectural and engineering services required for the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and TIW. The Construction Documents shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design all applicable laws, ordinances and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans regulations (including, without limitation, compliance with law, functionality of design, the structural integrity applicable requirements of the designADA) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing the permits, approvals and licenses required for construction. Tenant's interior furnishings (i.e., specifications, coordination, supply and installation of furniture, furnishings, telephone and moveable equipment) will also be the configuration of the Premises and the placement responsibility of Tenant’s furniture. (b) The Documents (and each item thereof, appliances and equipment)e.g., Tenant's design documents, design development documents, and final construction documents) shall require Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.'s

Plans and Specifications. (a) If Tenant elects to perform any Initial Installations, then Tenant shall, at its sole cost and expense, prepare and furnish to Landlord for its approval, architectural, mechanical, electrical, plumbing, fire protection and structural engineering schematic design documents, design development documents and final construction plans and specifications for the Initial Installations. The plans and specifications for the Initial Installations shall be prepared by Tenant’s Architect and shall be submitted to Landlord both in paper format (two (2) copies and electronically, all in AutoCad (dwg) and PDF format. All proposed plans and specifications prepared by Tenant’s Architect for the Initial Installations shall comply with all applicable Requirements. Tenant shall cause Tenant’s Architect to perform all architectural services typically and customarily provided under construction contracts for similar leasehold improvements. Such services shall include, without limitation, providing all certifications customarily provided by an architect for similar leasehold improvements in order to obtain a certificate of occupancy for the Premises. Tenant shall also retain, at market rates, the services of mechanical, electrical, plumbing and structural engineers designated by Landlord to assist in the preparation of the Proposed Tenant Improvement Plans, as well as any engineers or consultants required by Massport or other applicable Governmental Authorities to review the Proposed Tenant Improvement Plans for compliance with applicable Requirements. Tenant shall be solely responsible for the preparation of architectural and engineering services required in connection with the Initial Installations. (b) If Tenant elects to perform any Initial Installations, then promptly after the Commencement Date, Tenant will cause Tenant’s Architect to prepare and submit to Landlord for its approval the proposed final architectural, electrical and mechanical construction drawings, plans and specifications for the Initial Installations (called collectively, the “plansProposed Tenant Improvement Plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to ). The approval by Landlord of the Proposed Tenant Improvement Plans shall not be unreasonably withheld, conditioned or delayed. Landlord shall not be deemed unreasonable for withholding approval of any element of such Proposed Tenant Improvement Plans which (i) involve or might affect any structural or exterior element of the Complex or any portion thereof, (ii) might, in Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic opinion, materially adversely affect the value of the Complex or any portion thereof, (iii) might materially adversely affect the proper functioning of the building systems or other conflicts with facilities, or (iv) will increase the design and function cost of construction or insurance on the balance of Complex or any portion thereof, or may increase the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval Operating Costs or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofTaxes. If Landlord fails to respond to shall advise Tenant of any such submission within such 8 business day periodobjections to, which failure continues for more than 2 business days deficiencies in, or clarifications required with respect to, the Proposed Tenant Improvement Plans, then Tenant shall, promptly after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Noticesuch response from Landlord, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of cause Tenant’s plans is withheld Architect to revise the Proposed Tenant Improvement Plans to address the objections, deficiencies or conditionedclarifications, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying stamp the reasons for such refusal or conditionrevised plans, and Tenant shall promptly have the plans to submit such revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with After approval or disapproval) to any plan re-submission thereof by Tenant within 8 business days after Landlord’s receipt thereof. Such process Landlord said plans shall be followed until stamped by the Architect, and thereafter shall be considered to be the “Tenant Improvement Plans.” (c) The approval by Landlord of any Tenant Improvement Plans or other plans shall have been and specifications furnished to and approved by Landlord’s architect and engineers without unreasonable objection , or condition. Without limiting the foregoingof any changes thereto, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve way be deemed an agreement or representation that such Tenant Improvement Plans or other plans and specifications, or any element of the responsibility for such designInitial Installations contemplated thereby, comply with applicable Requirements. Landlord shall not be liable to Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred any other party in connection with the review approval of Tenant’s plansany such Tenant Improvement Plans or other plans and specifications.

Plans and Specifications. Landlord shall provide Tenant shall be solely responsible with notice approving or disapproving any proposed plans and specifications for the preparation Tenant Improvement Work within the Required Period (defined below) after the later of Landlord's receipt thereof from Tenant or the final architecturalmutual execution and delivery of this Agreement. As used herein, electrical and mechanical "Required Period" means (a) 15 business days in the case of construction drawings, and (b) 10 business days in the case of any other plans and specifications (called “plans”) including a space plan). Any such notice of disapproval shall describe with reasonable specificity the basis for Xxxxxxxx's disapproval and the changes that would be necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by resolve Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof's objections. If Landlord fails to respond timely respond, then Tenant may deliver to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “which written notice must state in bold and all caps, "FAILURE TO RESPOND TO THIS WRITTEN NOTICE WITHIN TWO FIVE (25) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSTHE PROPOSED PLANS AND SPECIFICATIONS FOR THE TENANT IMPROVEMENT WORK.” In " If Landlord fails to respond within such 5-business day period, then Landlord will be deemed to have approved the event Landlord’s architect’s or engineers’ applicable plans and specifications. If, when Tenant requests Xxxxxxxx's approval of Tenant’s the plans is withheld or conditionedand specifications for the Tenant Improvement Work, Tenant has specifically requested that Landlord identify any such Tenant Improvements that Landlord will require to be removed pursuant to Section 8 of the Original Lease, and Xxxxxxxx's approval for such plans and specifications are deemed approve as provided herein, Landlord shall send prompt written notification thereof be deemed to not require the Tenant and include a reasonably detailed statement identifying Improvement Work to be removed upon the reasons for such refusal expiration or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements earlier termination of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerLease.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.)

Plans and Specifications. (A) Tenant shall be solely responsible submit to Landlord within ten (10) business days of Tenant's execution of the Lease a space layout plan indicating with reasonably accurate dimensions the square footage allocation and location in the Demised Premises of all individual offices, conference rooms, clerical and file storage, reception, and any other specified areas, together with full supporting information as to any specialized electrical, mechanical, or telephone equipment (such space layout plan and supporting information hereinafter collectively defined as the "Space Plan"). The Space Plan shall incorporate any and all drawings, schedules, or other information necessary for the subsequent preparation of the Premises Plans as defined in Paragraph B below. If Tenant so requests in writing not later than the date of execution of this Lease, Landlord's Architect will, at Tenant's expense, assist Tenant or its agents and consultants in the preparation of the final Space Plan. Notwithstanding any other term or provision of this Lease, if the Space Plan is not submitted by Tenant to Landlord by October 1, 1987, the Actual Commencement Date of the Lease shall be deemed to be December 1, 1987. (B) The Demised Premises shall be prepared for Tenant's occupancy in accordance with a comprehensive and complete set of architectural, electrical and mechanical construction drawingsdrawings and specifications, plans schedules, and specifications other pertinent information (called “plans”) necessary for hereinafter collectively defined as the "Premises Plans"), which Premises Plans shall be consistent with the Space Plan previously submitted by Tenant to construct Landlord. In the event the scope of work as contemplated in the Premises Plans exceeds that as set forth in the Space Plan, Landlord reserves the right to claim a delay as a result of a delay in the commencement of the term as herein provided. The Premises Plans, if based on a Space Plan not having special, unusual, or unique requirements, shall be prepared. at Landlord's expense by an Architect selected by Landlord, and by an Engineer selected by Landlord, (herein collectively defined as "Landlord's Architect"). A reasonable charge shall be made to Tenant for special, or unusual, or unique requirements in the Premises Plan. (C) The Premises Plans shall include without limitation, complete architectural, mechanical, electrical, and all other drawings or specifications for all work to be performed in the Demised Premises including partitions, ceilings, lighting layouts, electrical outlets, color choices, finishing schedules, telephone requirements, special electrical or mechanical requirements, special equipment installations, and any and all other pertinent information necessary to prepare the Demised Premises for Tenant’s 's occupancy, which plans . The Premises Plans shall be subject to approval by Landlord’s architect and engineers and shall comply consistent with their reasonable requirements to avoid aesthetic or other conflicts all applicable building codes with the design design, structural capabilities, construction and function equipment in the Building. (D) During the preparation of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingPremises Plans, Tenant shall be responsible provide full cooperation to the Landlord's Architect with respect to the provision of information and facts pertinent to the Tenant's requirements. Landlord shall submit to Tenant for all elements Tenant's approval the following items as soon as practicably possible: (i) Two sets of the design Premises Plans and any supporting or explanatory information, and (ii) A preliminary budget (the "Preliminary Budget") of Tenant’s plans (the cost of the Tenant Work, as defined in Part II of this Exhibit C below, for the materials, equipment, and work, designated in the Premises Plans. The Preliminary Budget shall contain an estimate prepared by Landlord, in conjunction with a general contractor, of all items of cost incorporated in the Premises Plans including, without limitation, compliance with lawdirect construction costs of material and labor for each trade, functionality of designon-site supervision and clean-up, permits and fees payable to the structural integrity of the design, the configuration general contractor. Within five (5) days following receipt by Tenant from Landlord of the Premises Plans and the placement Preliminary Budget, Tenant shall either (i) evidence in writing to Landlord its approval and acceptance of Tenant’s furniture, appliances the Premises plans and equipment)the Preliminary Budget and return to Landlord one complete set of the Premises Plans and Preliminary Budget appropriately initialed by a representative of the Tenant on each sheet or page or (ii) request Landlord in writing to make any modifications to the Premises Plans, and Landlord’s any related changes to the Preliminary Budget. Landlord shall promptly submit the revised Premises Plans and Preliminary Budget to Tenant, and Tenant shall within five (5) business days of receipt of the revisions from Landlord evidence its approval in writing to the Landlord of the revised Premises Plans and Preliminary Budget. If Tenant fails to evidence in writing its final approval of Tenant’s plans shall in no event relieve Tenant both the Premises Plans and Preliminary Budget within 10 days of receipt of the responsibility for such designPremises Plans and Preliminary Budget, by Tenant, then notwithstanding any other term or provision of the Lease, the Actual Commencement Date of the Lease shall be deemed to be December 1, 1987, unless delivery of the Premises Plans and Preliminary Budget by Landlord is delayed past November 15, 1987. Tenant agrees it herewith designates the following individual as its authorized agent or representative (pound)0 review and approve the Premises Plans and Preliminary Budget: Xxxxxx Xxxxx, M.D. (E) The Premises Plans approved by Tenant shall be solely responsible sufficiently complete and contain information to enable the Landlord to obtain all necessary approvals from appropriate governmental agencies or authorities to permit the installation of the work required by the Premises Plans in the Demised Premises. Landlord shall, at Tenant's expense, file the Premises Plans with the appropriate public authorities for the timely preparation approval and submission issuance of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerbuilding permits.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any), be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansPlans and Specifications”) necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Land lord (“Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved NoticeArchitect”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition), and Tenant shall promptly have be available to meet with Landlord ‘s Architect so as to assure that the plans revised Plans and Specifications can be submitted to Landlord following approval by its architect Tenant within ten (10) days following Lease execution (or in the case of a modification to incorporate all the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord ‘s reasonable objections discretion within ten (1 0) days thereafter. If the Plans and conditions presented Specifications are not approved by Landlord, Tenant shall haves period often (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. ten (10) day period, Landlord may terminate the Lease and retain all deposits and other amounts paid by Tenant or, Landlord may prepare Plans and Specifications in accordance with Landlord’s architects requirements, and engineers the construction of the Leasehold Improvements shall respond (with approval or disapproval) to any plan re-submission proceed as if the final Plans and Specifications had been resubmitted by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been and approved by Landlord. b) Once accepted by Landlord in final form, the Plans and Specifications maybe changed only with Landlord’s architect approval, and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible liable for all elements any additional costs incurred by Landlord as a result of any such change. An original set of the Plans and Specifications and any modifications thereto, when accepted by Landlord, shall be initialed on each page by Landlord and Tenant and retained in Landlord’s file as the conclusive evidence of the final form of the Plans and Specifications. c) Notwithstanding anything to the contrary contained herein, Landlord shall have the sole right to determine architectural design and the structural, mechanical and other standard details and specifications of Tenant’s plans (the work to be performed pursuant to this Work Letter, including, without limitation, compliance with law, functionality the type of design, the structural integrity of the design, the configuration of the Premises materials and the placement of Tenant’s furniture, appliances manufacturer and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannersupplier thereof.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. (a) Within ten (10) business days of mutual execution of the Lease, Landlord shall deliver the Final Plans to Tenant, and within five (5) business days after Tenants receipt thereof, Tenant shall be solely responsible for the preparation notify Landlord in writing of the final architecturaleither Tenants approval or disapproval thereof, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for including any corrections or changes required by Tenant to construct the Premises for Final Plans. Landlord shall deliver to Tenant revised Final Plans which incorporate Tenant’s occupancy's proposed changes, which plans shall be subject to approval by Landlord’s architect provided such proposed changes (i) are reasonable, (ii) are made in good-faith and engineers with particularity and shall comply precision and (iii) are in conformance with their reasonable requirements to avoid aesthetic or other conflicts with Exhibit C- I attached hereto. In the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that event Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a receive written notice (from Tenant for any requested changes to the “Deemed Approved Notice”) advising Landlord that such plan submission Final Plans within the time period specified herein, the Final Plans shall be conclusively deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO by Tenant. (2b) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof not be required to furnish professional interior design services to Tenant and include a reasonably detailed statement identifying the reasons shall not be required to pay for such refusal or conditionprofessional interior design services engaged by Tenaxx. Xxrther, Tenant's interior furnishings, i.e., specification, supply and installation of furniture, furnishings, and Tenant moveable equipment shall promptly have be the plans revised by its architect to incorporate all reasonable objections sole responsibility of Tenant. All of Tenant's installation of interior furnishings and conditions presented equipment shall be coordinated with any work being performed by Landlord in the Premises or elsewhere in the Building in such manner as to maintain harmonious labor relations and shall resubmit such plans to not damage the Building or the Premises or interfere with Building operations; provided, however, that without Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing's prior consent, Tenant shall be responsible for all elements may not install any interior furnishings in advance of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of date on which the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility are Ready for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerOccupancy.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for Landlord will make reasonable efforts to have the preparation of the final architectural, electrical and mechanical construction drawings, Architect deliver initial proposed plans and specifications for the Tenant Improvement Work to Tenant by November 30, 2012. Tenant will cooperate fully with Landlord and the Architect in preparing the proposed plans and specifications in order to complete them as soon as is reasonably practicable. Tenant will approve or disapprove each set of proposed plans and specifications as soon as is reasonably practicable, but in any case within 10 business days after Landlord delivers them. Tenant acknowledges that if a final permit set of plans for the Phase 1 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City for permits by December 15, 2012, Landlord will not be to deliver the Phase 1 Premises by March 1, 2013. Similarly, Tenant acknowledges that Landlord will not be able to deliver the Phase 2 Premises by July 1, 2013 if: (called i) Architect is not able to deliver to Landlord and Tenant for approval an initial design development package of plans for the Connector Warm Shell Work and the Phase 2 Tenant Improvements by November 30, 2012, (ii) the final permit set of plans for the Connector Warm Shell Work is not approved by Landlord and Tenant and ready to submit to the City for permits by January 2, 2013, (iii) the final permit set of plans for the Phase 2 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City by January 15, 2013. Landlord and Tenant agree to make all reasonable efforts to meet these dates. The plans and specifications that Landlord and Tenant approve for the Tenant Improvement Work are the “plansApproved Tenant Improvement Plans ”) necessary . Landlord’s and Tenant’s review and approval of the plans and specifications for the Tenant Improvement Work is not an agreement or confirmation by either party that the Approved Tenant Improvement Plans or the Tenant Improvements are fit for any particular purpose. Landlord agrees to construct the Premises pay for Tenant’s occupancy, which plans shall be subject space planning meetings with Architect for up to approval by Landlord’s architect $10,000 worth of planning work; this cost is in addition to the Allowance. All other space planning and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function architectural costs are part of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSImprovement Costs.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant, at Tenant's sole cost and expense, shall ------------------------ cause to be prepared by Tenant's architect or space planner, schematic partition plans and layout for the Demised Premises based on Tenant's requirements. Upon approval by Landlord of such schematic partition plans and layout (which approval shall not be unreasonably withheld), Tenant shall cause to be solely responsible prepared by Tenant's architect (Xxxxxx, Xxxxxxx & Xxxxx), at Tenant's cost, the following: (a) Complete and detailed architectural drawings and specifications for Tenant's partition layout, reflected ceiling and other installations for the preparation work to be done by Landlord under Paragraph 3 hereof. (b) Complete engineered construction drawings and specifications where necessary for installation of heating and air conditioning, electrical, plumbing and fire protection systems and other drawings necessary to define the final architectural, electrical scope of work to be done by Landlord under Paragraph 3 hereof. (c) Any subsequent modifications to the drawings and mechanical construction drawings, specifications requested by Landlord. All such plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be are expressly subject to Landlord's approval. On or prior to the date hereof, Tenant has caused said schematic partition plans and layout to be delivered to Landlord and the construction drawings and specifications to be prepared as provided above and delivered to Landlord, and, upon approval by Landlord’s architect , Landlord will cause said plans to be filed at Tenant's sole cost and engineers and shall comply expense with their reasonable requirements to avoid aesthetic the appropriate governmental agencies in such form (building notice, alteration or other conflicts with the design and function of the balance of the Buildingform) as Landlord may direct. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission The Demised Premises shall be deemed approved within ready for occupancy when Landlord's construction, as provided in Paragraphs 2 business days and 3 hereof, is substantially completed subject only to punch list items, with the certificate of Landlord’s receipt of occupancy for the Deemed Approved Notice, then Demised Premises having been issued and such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, status is referred to in order to be effective, contain on the first page thereof, in a font at least twice this Lease as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS"Substantial Completion.” " In the event of any dispute as to when Landlord’s architect’s 's construction has been substantially completed as aforesaid, the determination of Landlord's architect or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process designer shall be followed until final and binding upon the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or conditionparties. Without limiting the foregoing, Landlord will give Tenant shall be responsible for all elements ten (10) days' advance written notice of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, date on which Landlord expects the structural integrity of the design, the configuration of the Demised Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility to be ready for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planneroccupancy.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant (a) Tenant’s Work shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, constructed pursuant to plans and specifications prepared in accordance with Section 2(b) by Tenant’s contractor, using Landlord’s “Building standard” materials and finishes to the extent that specifications have been supplied by the Landlord. (called b) Landlord shall provide Tenant with all existing floor plans of the Premises in Landlord’s possession or control, including, but not limited to, any CAD drawings in the possession of Landlord’s architect. Without liability of Landlord for the accuracy of such Premises floor plans and drawings provided to Tenant, Tenant shall prepare and furnish all electrical, mechanical, plumbing, engineering and fire and life safety plans and working drawings and all other architectural plans and working drawings (collectively, “plansWorking Drawings”) necessary for Tenant to construct Tenant’s Work. The Working Drawings shall include complete detailed plans and specifications, and identify all aspects of Tenant’s Work necessary and sufficient for submission to the Premises City of Carlsbad to obtain permits for Tenant’s occupancyWork. The Working Drawings shall be submitted by Tenant for Landlord’s reasonable written approval within sixty (60) days after Tenant’s execution of this Lease. The Working Drawings may be submitted to Landlord in phases in order to expedite the permitting and construction of the Tenant Improvements. (c) Following Landlord’s written approval of the Working Drawings, Tenant shall neither cause nor permit any material deviations therefrom without Landlord’s prior written consent, which plans shall not be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic unreasonably withheld or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval delayed. (d) Following completion of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers Work, Tenant shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order cause to be effective, contain on the first page thereof, in prepared a font at least twice as large as the font set of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval as-built plans and specifications of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerWork.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Prior to making any Alterations, Tenant, at its expense, shall be solely responsible (i) submit to Landlord for the preparation of the final architecturalits approval, electrical and mechanical construction drawings, detailed plans and specifications (called “plansPlans”) necessary of each proposed Alteration (other than Cosmetic Alterations), and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and reasonably approved by, Landlord’s designated engineer for Tenant the affected Building System, (ii) obtain all permits, approvals and certificates required by any governmental authorities, and (iii) furnish to construct the Premises for Landlord duplicate original policies or certificates of insurance (by Tenant, and Tenant’s occupancycontractors and subcontractors in connection with such Alteration), which plans insurance shall be subject include Commercial General Liability insurance, Business Auto Liability, “All-Risk” Builder’s Risk insurance upon the entire Alteration to approval the full insurance value thereof, and Worker’s Compensation Insurance and Employer’s Liability Insurance, all issued by insurers and having coverage amounts which are reasonably satisfactory to Landlord), naming Landlord Insured Parties as an additional insured (excluding Employer’s architect Liability and engineers and Worker’s Compensation Insurance). Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function advise Tenant of the balance of the Building. Landlord’s approval is solely given or disapproval of the Plans, or any of them, within ten (10) days after Landlord receives the Plans from Tenant. Tenant shall revise the Plans to meet Landlord’s documented objections, if any, and resubmit the Plans to Landlord for its review and approval. This review process shall continue until Landlord has approved the benefit Plans. Tenant shall give Landlord not less than 5 Business Days’ notice prior to performing any Cosmetic Alteration, which notice shall contain a description of such Cosmetic Alteration and Plans for each Cosmetic Alteration. No changes (except de minimis changes) shall be made to the Tenant’s Plans without the prior written approval of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, granted or withheld in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection accordance with the review of Tenant’s plansstandard set forth in Section 9.1(a) above.

Plans and Specifications. Tenant shall be solely responsible Landlord’s Architect has previously prepared the Original Base Building Plans and Specifications. At Tenant’s request, Landlord has obtained the governmental approvals, permits and variances required for the preparation construction of the final architectural, electrical and mechanical construction drawings, plans and specifications Base Building Improvements contemplated under this Lease (called the “plansExpansion Approvals”) necessary for Tenant to construct the Premises for ). At Tenant’s occupancysole cost and expense, which plans shall be subject to approval by Landlord’s architect Architect shall modify and engineers amend the Original Base Building Plans and shall comply with their reasonable requirements Specifications, on or before Friday, February 23, 2001, to avoid aesthetic or other conflicts incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the design 951 Gateway Preliminary Specifications (the “Base Building Plans and function of the balance of the BuildingSpecifications”). Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approve the Base Building Plans and Specifications only to the extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications which are material deviations from the 951 Gateway Preliminary Specifications; provided, however, that such approval of Tenant’s plans for any purpose whatsoever other than shall not be unreasonably withheld, conditioned or delayed; and provided, further, that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by if Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business ten (10) days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of following Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons request for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingapproval, Tenant shall be responsible conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for all elements consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the design Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration use of the Premises and or a material effect on the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of aesthetic appearance or impression relating to the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerBase Building Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. (a) Landlord has approved the final construction documents for the Tenant’s Work which are listed on the schedule attached hereto as Exhibit I (such documentation and the constituent items thereof are referred to herein collectively as the “Construction Documents”). Landlord has also approved PHP Partners as Tenant’s Architect. Tenant has submitted to Landlord and Landlord’s architect (i) four (4) sets of paper versions of the Construction Documents, and (ii) electronic versions of the Construction Documents in AutoCad (dwg) format prepared by Tenant’s Architect. The Tenant’s Work shall be performed in accordance with the Construction Documents and the “Standard Tenant Fit-Out Specifications for 000 Xxxxx Xxxxxx” attached hereto as Exhibit F and incorporated herein by this reference (as the same may be updated, amended, modified and supplemented by Landlord from time-to-time, the “Standard Tenant Fit-Out Specifications”). There shall be no requirement for Tenant to use any particular building standard materials or items; however, the Tenant’s Work shall be first-class in all respects and shall be consistent with and complementary to the first-class standards of the Building. Landlord has retained, at its sole cost and expense, the services of the mechanical, electrical, plumbing and structural engineers designated by Landlord (“Landlord’s Engineers”) to assist in the performance of the Stairway/Common Area Work. Tenant shall cause Tenant’s Architect to perform all architectural services typically and reasonably required under typical construction contracts for similar leasehold improvements. Such services shall include, without limitation, all certifications typically and reasonably required to be provided by the architect for similar leasehold improvements in order to obtain a certificate of occupancy for the Premises. Tenant shall be solely responsible for the preparation cost of all architectural and engineering services required for the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises Tenant’s Work. The Construction Documents for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and Work shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design all applicable laws, ordinances and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans regulations (including, without limitation, compliance the applicable requirements of the Americans with lawDisabilities Act of 1990, functionality of designas amended from time to time, and the regulations promulgated thereunder (collectively, the structural integrity of “ADA”)) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing the designpermits, the configuration of the Premises approvals and the placement licenses required for construction of Tenant’s furniture, appliances and equipment), and Work. Landlord shall cause Landlord’s approval of Tenant’s plans shall architect and engineers to be available for meetings as reasonably necessary in no event relieve Tenant of connection with matters relating to the responsibility for such designStairway/Common Area Work. Tenant agrees it Landlord shall be solely responsible for the timely preparation and submission cost of all such plans architectural and engineering services required for all elements of the Stairway/Common Area Work. Landlord’s Architect shall be solely responsible for causing the design of such plans the Stairway/Common Area Work to comply with all applicable laws, ordinances and regulations (including, without limitation, the applicable requirements of the ADA) and, to the extent applicable, to be in a form satisfactory to appropriate governmental authorities responsible for issuing the permits, approvals and licenses required for construction of the Stairway/Common Area Work. Tenant’s interior furnishings (i.e., specifications, coordination, supply and installation of furniture, furnishings, telephone and moveable equipment) will be the responsibility of Tenant. Tenant will be responsible for obtaining all costs related thereto. permits and approvals for the Tenant’s Work, including, without limitation, a building permit and all applicable electrical and plumbing permits from the City of Boston Department of Inspectional Services. (The word b) All requests for amendments, changes, change orders, or alterations to the Construction Documents (each, a “architect” as used in this Section 3.2 Change Order”) shall include an interior designer or space planner.) Tenant shall reimburse Landlord require Landlord’s reasonable out-of-pocket expense incurred in connection approval, which approval shall not be unreasonably withheld or conditioned and shall be given within the timeframe set forth below (it being understood that any denial shall state Landlord’s objections with the specificity so that they may be addressed by Tenant). Landlord’s approval process for a requested Change Order will also include review of Tenant’s plansfire protection design by Factory Mutual Global representing Landlord’s insurance underwriter. Landlord will give Tenant notice (a “Landlord Plan Notice”) of any objections it may have with respect to any requested Change Order within five (5) business days after receipt by Landlord and Landlord’s Architect of four (4) sets of paper versions of the applicable Construction Documents affected by such Change Order and an electronic version of such Construction Documents. Landlord shall not be deemed unreasonable for withholding approval of any such Change Order which (i) involve or are reasonably anticipated to affect any structural or exterior element of the Building or any portion thereof, (ii) are anticipated to, in Landlord’s reasonable opinion, materially adversely affect the value of the Building or any portion thereof, (iii) are reasonably anticipated to materially adversely affect the proper functioning of the building systems or other facilities, (iv) will materially increase the cost of construction or insurance on the Building or any portion thereof, or may materially increase the Operating Costs or Taxes, or (v) do not incorporate any changes requested by Factory Mutual Global and contained in the Landlord Plan Notice. Concurrently with its review of proposed Change Orders, Landlord will notify Tenant as to which of the proposed installations and improvements shown on the applicable Change Order constitute Specialty Alterations (as defined in Section 1.3) which Tenant will be required to remove at the expiration of the Term. (c) Tenant shall cause the Change Order and any affected Construction Documents to be revised in a manner sufficient to remedy Landlord’s objections and/or respond to Landlord’s concerns and to be redelivered to Landlord as soon as reasonably possible after Tenant is given a Landlord Plan Notice, Tenant shall exercise diligent efforts to revise the applicable Construction Documents to address the objections contained in each Landlord Plan Notice. (d) Landlord’s approval of any plans and specifications with respect to Tenant’s Work furnished to and approved by Landlord, or of any changes thereto, shall in no way be deemed an agreement by Landlord that the work contemplated therein fulfills the requirements of Section 3.3(a) hereof. Tenant shall be responsible for the design of the Tenant’s Work. Landlord shall be responsible for the design of the Stairway/Common Area Work.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the First Amendment Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers (which approval shall not be unreasonably withheld, conditioned or delayed) and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. , Landlord’s approval is solely given for the benefit of Landlord, Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Leasewhatsoever. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 five (5) business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by the Landlord’s architect and engineers engineer without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the First Amendment Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees it shall be to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto, Tenant agrees to reimburse Landlord for any reasonable out-of-pocket costs incurred by Landlord in connection with its review and approval of the plans. Such amounts may be deducted from Landlord’s Contribution. (The word “architect” as used in this Section 3.2 Article 2 shall include an interior designer or space planner).) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant 2.1. No work shall commence in the Premises until: (i) the Lease is duly signed by Xxxxxx and Landlord, and (ii) Landlord gives written approval, which shall not be solely responsible for the preparation of the final architecturalunreasonably withheld, electrical and mechanical construction drawings, to Tenant’s plans and specifications (called “plans”) necessary for the Improvements. 2.2. Tenant to construct the Premises for may engage, at Tenant’s occupancysole expense, Xxxxxx’s Architect, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval firm is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been hereby approved by Landlord. Xxxxxx’s architect Architect will promptly prepare the Design Development Drawings. Tenant will be responsible for delivery of the Design Development Drawings to Landlord. 2.3. From the Design Development Drawings, Tenant will, through Tenant’s Engineer, provide Landlord with mechanical and engineers without unreasonable objection or conditionelectrical plans and related specifications which collectively comprise the MEP Drawings. Without limiting Tenant shall direct Tenant’s Engineer to provide to Landlord the foregoingMEP Drawings. Tenant shall retain a firm to be approved by Landlord as Xxxxxx’s Engineer, provided that such firm’s fees are competitive and that it will be able to work in accordance with the Construction Schedule. 2.4. From the Design Development Drawings and the MEP Drawings, Tenant’s Architect shall prepare the Construction Drawings. Tenant shall be responsible for all elements delivery of the design Construction Drawings in accordance with the Construction Schedule. The Construction Drawings shall include mechanical and electrical drawings and decorating plans showing the location of partitions, reflected ceiling plans including light fixtures, electrical outlets, telephone outlets, sprinklers, doors, wall finishes, floor coverings, and all other Improvements to be installed Tenant. The Design Development Drawings and Construction Drawings are referred to herein as “Tenant’s Plans.” 2.5. Tenant’s Plans shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld. If Landlord disapproves Tenant’s Plans, or any portion thereof, Landlord shall promptly notify Tenant thereof and of the revisions that Landlord reasonably requires in order to obtain Landlord’s approval. As promptly as reasonably possible thereafter, but in no event later than fourteen (14) days after Xxxxxxxx’s notice, Tenant shall submit to Landlord plans and specifications incorporating the revisions required by Landlord. Said revisions shall be subject to Xxxxxxxx’s approval, which shall not be unreasonably withheld. If Landlord shall not respond within ten (10) business days after receipt of any set of Tenant’s Plans, such Plans shall be deemed approved by Landlord. The final plans (including, without limitation, compliance with law, functionality of design, and specifications approved by Landlord shall be referred to as the structural integrity “Final Plans.” Tenant acknowledges that Xxxxxxxx’s review and approval of the designPlans is separate and different from any plan approval and other requirements which may be imposed by the applicable governmental entities with jurisdiction over the construction and use of the Premises. 2.6. If Tenant shall request any change, addition or alteration in the configuration Final Plans, Xxxxxx’s Architect shall prepare and deliver to Landlord plans with respect to such change, addition or alteration. As soon as practical, Landlord shall notify Tenant if it approves the revised Final Plans which set forth the requested change, addition or alteration. Xxxxxxxx’s approval of the revised Final Plans shall not be unreasonably withheld, conditioned or delayed. If Landlord approves the revised Final Plans, then Tenant shall instruct the General Contractor to proceed as soon as reasonably practical thereafter. If Landlord does not approve such additional plans, construction of the Premises shall proceed in accordance with the previously approved Final Plans. 2.7. Although Landlord has the right to review, request revisions to and approve the placement of TenantFinal Plans, Xxxxxxxx’s furniture, appliances sole interest in doing so is to protect the Building and equipment)Xxxxxxxx’s interest in the Building, and LandlordLandlord is not in any way warranting or representing that Xxxxxx’s approval of Tenant’s plans Final Plans are suitable for their intended use or comply with applicable laws and regulations. Landlord shall in have no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred liability whatsoever in connection with Xxxxxx’s Final Plans, nor any responsibility for any omissions or errors contained therein. Accordingly, Tenant shall not rely upon Xxxxxxxx’s approval for any purpose other than for the review purpose of Tenant’s plansacknowledging the consent of Landlord to proceed with the requested action, and Landlord shall incur no liability of any kind by reason of the granting of such approvals.

Plans and Specifications. 2.3.1 If there are no Plans and Specifications attached as Exhibit C, then Tenant shall retain a licensed architect of its choice, subject to Landlord's prior written approval (which approval shall not be solely responsible unreasonably withheld, conditioned or delayed), to prepare the Plans and Specifications for the preparation of the final architectural, electrical and mechanical construction drawings, Tenant Improvements. The plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to Landlord's approval, which approval by Landlord’s architect shall not be unreasonably withheld, conditioned or delayed, provided that such Plans and engineers and shall Specifications comply with their reasonable the requirements to avoid aesthetic or other conflicts with of this paragraph 2.3. 2.3.2 Within ninety (90) days following the design and function date of execution of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordLease by Tenant, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by cause its architect to incorporate all reasonable objections and conditions presented by furnish to Landlord and shall resubmit such for Landlord's approval space plans sufficient to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until convey the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements architectural design of the design of Tenant’s plans (Premises, including, without limitation, compliance with lawthe location of doors, functionality of designpartitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements (collectively, the structural integrity "Space Plan"). If required by Landlord, Tenant's architect shall consult with Landlord's engineer in preparing the Space Plan, and incorporate such engineer's reasonable requirements into the Space Plan. The reasonable fees of such engineer shall be a Tenant Improvement Cost (as hereafter defined). If Landlord shall disapprove of any portion of the Space Plan, Landlord shall advise Tenant of the reasons therefor within seven (7) Business Days of receipt of the Space Plan from Tenant and shall notify Tenant within such seven (7) Business Day period of the revisions to the Space Plan that are reasonably required by Landlord together with an explanation why such revisions are required for the purpose of obtaining approval. Tenant shall within seven (7) days submit to Landlord, for Landlord's approval, a redesign of the Space Plan, incorporating the revisions reasonable required by Landlord. 2.3.3 Tenant shall cause its architect to prepare from Tenant's approved Space Plan, complete Plans and Specifications within thirty (30) days after Landlord approves the Space Plan. The Plans and Specifications shall (a) be compatible with the Building shell and with the design, the configuration construction and equipment of the Premises and Building; (b) comply with all Governmental Requirements; (c) comply with all applicable insurance regulations; (d) be consistent with the placement of Tenant’s furniture, appliances and equipment)approved Space Plan, and Landlord’s approval (e) in a form sufficient for the permitting and construction of Tenant’s plans the Tenant Improvements shown thereon. If Landlord shall in no event relieve disapprove of any portion of the Plans and Specifications, Landlord shall advise Tenant of the responsibility reasons therefor within seven (7) Business Days of receipt thereof and shall notify Tenant within such seven (7) Business Day period of the revisions to the Plans and Specifications that are reasonably required by Landlord for the purpose of obtaining approval. Tenant shall within seven (7) days submit to Landlord, for Landlord's approval, a redesign of the Plans and Specifications, incorporating the revisions reasonably required by Landlord. 2.3.4 In the event that Landlord approves any changes in the Plans and Specifications, Tenant shall cause its architect to provide documentation for such designchanges at the time each such change is authorized for construction pursuant to Paragraph 2. 5.1. At the conclusion of construction of the Tenant Improvements, Tenant shall cause its architect to update Tenant's plans and specifications as necessary to reflect all changes to the Plans and Specifications during the course of construction of the Tenant Improvements and to issue a set of sepias to the contractor for its review and xxxx up. Tenant agrees it shall be solely responsible for cause its architect to review and certify the timely preparation and submission of all such contractor's marked up plans and for all elements provide to Landlord a "record set" of as-built sepias within thirty (30) days following completion of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerTenant Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation The parties acknowledge that EXHIBIT C contains only a partial description of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct Tenant's work on the Premises and agree that Tenant shall deliver to Landlord, a detailed floor plan layout prepared at Tenant's expense (herein called "Tenant's Plans") reflecting the partitions, improvements and finish for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function renovation of the balance existing building on the Premises to be performed by Tenant at Tenant's expense (the "Improvement Work"). Additionally, Tenant shall deliver to Landlord other information (including working drawings) showing the location of plumbing, fixtures, and other installations required by Tenant as soon as such information is developed and will arise Landlord of the Buildingcost to complete the Improvement Work shown on Tenant's Plans (the "Cost of Improvements") by submitting to Landlord a project budget for approval as soon as such costs are determined. Landlord’s approval is solely given for the benefit Landlord shall notify Tenant of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with 's approval or disapprovaldisapproval of the Tenant's Plans and the Cost of Improvements, within ten (10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofthereof and if Landlord fails to either approve or disapprove of Tenant's Plans and Cost of Improvements within such timeframe, then such approval shall be deemed granted. If Landlord fails approves the Tenant's Plans and the Cost of Improvements, Landlord shall instruct Tenant to respond to any proceed with such submission within work described in the approved Tenant's Plans and such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission work shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, included in order to be effective, contain on the first page thereof, Tenant's work set forth in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval EXHIBIT C. If Landlord disapproves of Tenant’s plans is withheld 's Plans or conditionedthe Cost of Improvements, Landlord shall send prompt written notification thereof to will so notify Tenant and include a reasonably detailed statement identifying return such objectionable drawings or budget within the time above specified with written reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. The Tenant agrees to prepare, at the ------------------------ Tenant's sole cost and expense, preliminary plans for the construction and layout of the improvements which the Tenant desires to have performed in the Premises. Notwithstanding the foregoing, the Landlord shall pay the Architectural Improvement Allowance to the Tenant within thirty (30) days of presentation of an invoice for the engineered mechanical and electrical architectural drawings in an amount at least equal to the amount of the Architectural Improvement Allowance to the Landlord, provided however, that the Architectural Improvement Allowance shall not be paid prior to the Landlord's approval of Tenant's Plans (as hereinafter defined). The Tenant shall submit the Tenant's preliminary plans to the Landlord for Landlord's approval no later than June 30, 1995 (the "Preliminary Plans Submission Date"), and the Landlord shall either approve or disapprove Tenant's preliminary plans within three (3) business days following the date of submission. At the Tenant's sole cost and expense, the Tenant shall cause Tenant's preliminary plans to be solely responsible revised in a manner sufficient to remedy the Landlord's objections and/or respond to the Landlord's concerns and for such plans, including engineered mechanical and electrical drawings ('Tenant's Plans') to be redelivered to the Landlord in no event later than July 7, 1995 ("Final Plans Submission Date") and the Landlord shall either approve or disapprove Tenant's revised plans within three (3) business days following the date of submission. Time is of the essence with respect to the preparation and submission of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans 's Plans. Tenant's Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer being subject to approval by the Landlord’s architect and engineers 's approval, and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design all applicable laws, ordinances and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans regulations (including, without limitation, compliance the applicable requirements of the Americans with lawDisabilities Act of 1990, functionality and the regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord has heretofore been furnished early drafts of designTenant's preliminary plans and, provided Tenant's preliminary plans furnished under this Exhibit B are consistent therewith, the structural integrity Landlord shall not unreasonably withhold its consent thereto. If Tenant's Plans shall not be approved by the Landlord by July 12, 1995 (the "Final Plans Date"), the Landlord shall have the right, without limitation of other rights or remedies, to terminate this Lease by giving notice thereof to the Tenant at any time after the Final Plans Date, provided, however, and subject, nevertheless, to the provisions set forth in Section 5 hereof, that the Tenant may elect to defer the effective termination date by notice given to the Landlord within five (5) days of Landlord's notice of termination, provided, further, that such notice by the Tenant shall contain an indication of the design, the configuration reasonable likelihood of the Premises Tenant's Plans being approved by the Landlord prior to the effective termination date, as deferred. Upon such termination, this Lease shall cease and come to an end in accordance with the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design terms of such plans notice and for all costs related thereto. (without further obligation or liability on the part of either party, except as follows: The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse pay to the Landlord the damages suffered by the Landlord by reason of such termination including, without limitation, an amount equal to the Landlord’s reasonable 's out-of-pocket expense expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to be paid pursuant to Section 4 below, through the review of Tenant’s planseffective termination date.

Plans and Specifications. 2.3.1 If there are no Plans and Specifications attached as Exhibit C, then Tenant shall be solely responsible retain a licensed architect of its choice, subject to Landlord’s prior written approval, to prepare the Plans and Specifications for the preparation of the final architectural, electrical and mechanical construction drawings, Tenant Improvements. The plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect approval, which approval shall not be unreasonably delayed, provided that such Plans and engineers and shall Specifications comply with their reasonable the requirements of this paragraph 2.3. 2.3.2 Tenant shall cause its architect to avoid aesthetic or other conflicts with the design and function of the balance of the Building. furnish to Landlord for Landlord’s approval is solely given for space plans sufficient to convey the benefit architectural design of any initial alterations which Tenant desires to make to the Premises, including, without limitation, the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements (collectively, the “Space Plan”). If required by Landlord, and neither Tenant nor any third party Tenant’s architect shall have the right to rely upon consult with Landlord’s approval engineer in preparing the Space Plan, and incorporate such engineer’s requirements into the Space Plan. The fees of Tenant’s plans for any purpose whatsoever other than that such engineer shall be a Tenant Improvement Cost (as hereafter defined). Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond approve or disapprove the Space Plan within three (with approval or disapproval3) to any plan submission by Tenant within 8 business days Business Days after Landlord’s receipt thereof. If Landlord fails to respond to shall disapprove of any such submission portion of the Space Plan within such 8 business day three (3) Business Day period, which failure continues Landlord shall advise Tenant of the reason thereof and shall notify Tenant of the revisions to the Space Plan that are reasonably required by Landlord for more than 2 business the purpose of obtaining approval. Tenant shall within seven (7) days submit to Landlord, for Landlord’s approval, a redesign of the Space Plan, incorporating the revisions required by Landlord. 2.2.3 Tenant shall cause its architect to prepare from Tenant’s approved Space Plan, complete Plans and Specifications within ten (10) days after Landlord approves the Space Plan. The Plans and Specifications shall (a) be compatible with the Building shall and with the design, construction and equipment of the Building; (b) comply with all Governmental Requirements; (c) comply with all applicable insurance regulations; and (d) be consistent with the approved Space Plan. Tenant gives Landlord a written notice (shall submit the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Plans and Specifications for Landlord’s receipt of approval in the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, same manner as provided in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ Subparagraph 2.3.2 above for approval by Landlord of Tenant’s plans is withheld or conditionedSpace Plan. 2.3.4 Notwithstanding anything to the contrary herein, so long as the Plans and Specifications for the Tenant Improvements are substantially consistent with the General Description of Tenant Improvements contained in Exhibit J attached hereto. Landlord shall send prompt written notification thereof to Tenant diligently facilitate and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by expedite its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, Plans and Specifications within the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used time period provided above in this Section 3.2 2.3 and shall include an interior designer not unreasonably withhold, condition or space plannerdelay such approval.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. If Landlord approves such Construction Project, Tenant shall hire an architect, engineer or other professional to oversee construction, who shall be solely responsible acceptable to Landlord (the "CONSTRUCTION CONSULTANT"); provided that Tenant may use an in- house Construction Consultant with at least 10 years or related experience. Tenant shall submit the architectural and engineering drawings and specifications in a manner consistent with Tenant's past practices and consistent with industry practice (as such plans and specifications may be developed or revised from time to time (the "PLANS AND SPECIFICATIONS") to Landlord for the preparation its review and approval, which approval shall not be unreasonably withheld. The Plans and Specifications will include complete sets of the final architectural, structural, mechanical, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given plumbing working drawings for the benefit of Landlord, Construction Project. Landlord will either approve or disapprove the Plans and neither Tenant nor any third party shall have Specifications within fifteen (15) days after the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that date Landlord receives the Plans and Specifications. If Landlord does not object thereto under this Leaseapprove the Plans and Specifications, Landlord will inform Tenant in writing of its objections and Tenant will revise the same and deliver a corrected version to Landlord for its approval. Landlord’s architects and engineers Tenant shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt not commence construction of the Deemed Approved Notice, then Construction Project for which Tenant seeks prompt reimbursement of advances by Landlord until such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice time as large as the font Tenant has complied with SECTION 1 of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditionedthis ARTICLE XV, Landlord shall send prompt written notification thereof to has approved the Plans and Specifications, Landlord and Tenant have executed and include delivered a reasonably detailed statement identifying the reasons for such refusal or conditionnew Addendum hereto, complete with revised EXHIBITS A AND B, and the proceeds of Additional Bonds have been deposited into the Construction Account established under the Indenture; Tenant shall promptly not commence construction of the Construction Project for which Tenant has elected pursuant to SECTION 1 of this ARTICLE XV to defer reimbursement of advances by Landlord pending issuance of Additional Bonds until such time as Tenant has complied with SECTION 1 and SECTION 2 of this ARTICLE XV, Landlord has approved the Plans and Specifications and Landlord and Tenant have the plans revised by its architect executed and delivered a new Addendum hereto. Unless otherwise agreed to incorporate all reasonable objections and conditions presented in writing by Landlord and Tenant, all work involved in completion of the Construction Project shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission be carried out by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until in accordance with the plans shall have been Plans and Specifications approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. A. Landlord shall retain the services of the space planner/architect designated by Landlord (the "SPACE PLANNER") to prepare a detailed space plan (the "SPACE PLAN") mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements in the Premises. Tenant shall approve or disapprove the Space Plan and any proposed revisions thereto in writing within three (3) business days after receipt thereof, which approval shall not be solely responsible unreasonably withheld. B. Based on the approved Space Plan, Landlord shall cause the Space Planner to prepare detailed plans, specifications and working drawings for the construction of the Tenant Improvements (the "PLANS"). Landlord and Tenant shall diligently pursue the preparation of the final architecturalPlans. Tenant shall approve or disapprove the Plans and any proposed revisions thereto, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct including the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function estimated cost of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordTenant Improvements, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond in writing within three (with approval or disapproval3) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord Tenant fails to respond to approve or disapprove the Space Plan or Plans or any such submission revisions thereto within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingtime limits specified herein, Tenant shall be responsible deemed to have approved the same. Landlord and Tenant shall use diligent efforts to cause the final Plans and the cost estimate to be prepared and approved no later than thirty (30) days after the execution of the Lease. C. Notwithstanding Landlord's preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulation of any improvements described therein or constructed in accordance therewith. Landlord hereby assigns to Tenant all elements warranties and guarantees by the Space Planner or the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of designor construction of, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerImprovements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within fifteen (15) days after the preparation date of this Amendment space plan(s) and other information (collectively, the final architectural, electrical and mechanical construction drawings, "Space Plan") necessary or required by Landlord to complete the initial plans and specifications (called “plans”the "Initial Construction Documents") necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function construction of the balance of tenant finish in the BuildingExpansion Premises. Landlord’s Architect, Entos Design, shall prepare and submit the Initial Construction Documents to Tenant for Tenant's approval is solely given as soon as practical after receiving the Space Plan. Within ten (10) business days after receipt of the Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the reasons for the benefit disapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, the redrawing costs will be at Tenant's expense, subject to application of Landlord, and neither Tenant nor any third party shall have available portion of the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Allowance. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond receive a notice from Tenant disapproving the Initial Construction Documents within the ten (with approval or disapproval10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord shall send a written second and final notice (the “Deemed Approved Final Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have three (3) days following the plans revised by its architect Final Notice to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans respond in writing whether it approves or disapproves the Initial Construction Documents. If Tenant does not respond within the three (3) day period, then Tenant is deemed to Landlordapprove the Initial Construction Documents. Landlord’s architects and engineers shall respond (with approval Any redrawing of or disapproval) to any plan re-submission changes in the Initial Construction Documents requested by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingTenant's initial approval is at Tenant's expense, Tenant shall be responsible for all elements subject to application of any available portion of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerAllowance.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Landlord shall, at its sole cost, risk and expense, construct and complete, or cause to be constructed and completed, the Parking Facility, and shall install or cause to be installed the Parking Facility Equipment and other improvements to the Property which may be necessary for the use and enjoyment of the Parking Facility which are generally outlined in Exhibit D attached hereto and incorporated herein. The Landlord has provided to the Tenant the latest version of the Plans and Specifications for the Parking Facility and the Parking Facility Equipment. As the architectural drawings and other designs for the Project are developed, the Plans and Specifications shall be solely responsible for updated and revised to reflect the preparation greater detail available from the newer drawing and designs. Landlord agrees to provide Tenant with copies of the final architecturalPlans and Specifications, electrical and mechanical construction drawingsany modifications thereto, plans in electronic format to the extent readily available. Such amendments shall be made as the Landlord and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans mutually agree. The Plans and Specifications shall be subject to approval by Landlord’s architect and engineers the review of Tenant and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with applicable design criteria set forth in ordinances and policies adopted by the design and function City of the balance of the BuildingRaleigh, North Carolina. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval inspect and review the progress of Tenant’s plans for construction and review and approve any purpose whatsoever other than change orders affecting the design, operation, maintenance or cost of the Parking Facility and the Parking Facility Equipment; provided, any proposed change order that Landlord does is not object thereto under this Lease. Landlord’s architects and engineers shall respond approved or objected to with specificity within seven (with approval or disapproval7) to any plan submission by Tenant within 8 business days after Landlord’s of receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days by Tenant. The issuance of Landlord’s receipt permits by the City of Raleigh acting in its governmental capacity shall not constitute approval of the Deemed Approved NoticePlans and Specifications or of change orders by Tenant. Notwithstanding anything herein to the contrary, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ review and approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying change order by the reasons for such refusal or condition, and Tenant shall promptly have not increase the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements amount of the Facility Payment unless such change order represents an upgrade or betterment in the Parking Facility which is requested by the City; provided, however, if a change order is required to address a design of Tenant’s plans (includingerror or design deficiency, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans it shall in no event relieve Tenant increase the amount of the responsibility for such designFacility Payment. To facilitate the review and approval, each Landlord and Tenant agrees it shall appoint one or more construction representatives to meet at least weekly until the Commencement Date. Landlord’s initial construction representative(s) shall be solely responsible for the timely preparation Xxxxx Xxxxx, and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plansinitial construction representative shall be Tenant’s Construction Project Administrator or his designee.

Plans and Specifications. Tenant (a) Two (2) sets of the approved site plan and the complete and detailed Plans and Specifications for the development of the site improvements which Borrower shall have approved in writing and which shall be solely responsible for satisfactory to Lender in Lender's sole discretion, including any changes or modifications thereto to the preparation date of receipt by Lender, and any and all construction contracts or other documents in the possession or control of Borrower or any general contractor relating to the construction of the final architectural, electrical and mechanical construction drawings, Improvements. The two (2) sets must include plans and specifications for all site development (called “plans”including storm drainage, utility lines, erosion control and landscaping) necessary for Tenant work, and must be stamped with all required approvals from all applicable governmental authorities; certified under seal by Architect and signed by Borrower and Contractor to construct be true copies of the Premises for Tenant’s occupancy, which plans Plans and Specifications architecturally and structurally approved by all authorities and agencies having jurisdiction thereon. The set must also incorporate the recommendations made in the soil testing report. No material changes shall be subject to approval by Landlord’s architect made thereafter in the Plans and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with Specifications without the design and function prior written consent of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordLender, and neither Tenant nor any third party shall have the right except as set forth herein. (b) Not less than fifteen (15) days prior to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font disbursement of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO Note II two (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In sets of the event Landlord’s architect’s approved site plan and the complete and detailed Plans and Specifications which Borrower shall have approved in writing and which shall be satisfactory to Lender, including any changes or engineers’ approval modifications thereto to the date of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionreceipt by Lender, and Tenant shall promptly have any and all construction contracts over $20,000 or other documents in the possession or control of Borrower or any general contractor relating to the construction of the Unit over $20,000. The set must include plans revised and specifications for architectural, structural, mechanical, plumbing and electrical work, and must be stamped with all required approvals from all applicable governmental authorities; certified under seal by its architect Architect and signed by Borrower and Contractor to be true copies of the Plans and Specifications architecturally and structurally approved by all authorities and agencies having jurisdiction thereon and for which a building permit has been issued. The set must also incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlordthe recommendations made in the soil testing report. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process No changes shall be followed until made thereafter in the plans shall have been approved by Landlord’s architect Plans and engineers Specifications without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements prior written consent of the design of Tenant’s plans (includingLender, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” except as used in this Section 3.2 shall include an interior designer or space plannerset forth herein.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible deliver the Plans and Specifications to Landlord for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect approval. Within ten (10) Business Days after Tenant delivers the Plans and engineers and Specifications to Landlord, Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function advise Tenant of the balance of the Building. Landlord’s approval is solely given for or disapproval of the benefit of Landlord, Plans and neither Tenant nor any third party Specifications (which disapproval shall have the right to rely upon specify Landlord’s approval of Tenant’s plans for any purpose whatsoever other than reasonable objections in sufficient detail so that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) Tenant can make the necessary revisions to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofsatisfy such reasonable objections). If Landlord fails to respond give its written objections to any such submission Tenant within such 8 business day period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which failure continues for more than 2 business days notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within three (3) Business Days after Tenant gives receipt of the second notice, then Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed to have approved within 2 business days the plans as then submitted to Landlord. Tenant shall revise the proposed Plans and Specifications to meet Landlord’s reasonable objections and deliver the revised Plans and Specifications to Landlord for Landlord’s approval. In reviewing the resubmitted Plans and Specifications, Landlord may only consider those parts of the Plans and Specifications that address Landlord’s reasonable objections thereto; it being agreed that the other portions of the Plans and Specifications (i.e., those portions that Landlord did not previously object to) will be deemed approved. Within ten (10) Business Days after Tenant delivers the revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such reasonable objections). If Landlord fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within two (2) Business Days after receipt of the Deemed Approved Noticesecond notice, then such plan submission Landlord shall be deemed to have approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans as then submitted to Landlord. Landlord’s architects Tenant and engineers Landlord shall respond continue to follow the revision, delivery and notice of objections procedure and schedule set forth above (with based on the turnaround and the double notice provisions) until Landlord approves (or is deemed to have approved) the Plans and Specifications. Landlord will not unreasonably withhold its approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises Plans and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerSpecifications.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall be solely responsible for the preparation of the final architectural, electrical have prepared and mechanical construction drawings, deliver to Landlord reasonably detailed plans and specifications (called “plans”) necessary for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant to construct the Premises for within 20 days after Tenant’s occupancy's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, which plans shall however, be subject to the corresponding approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of any Mortgagee if required under its Mortgage of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond Premises (with which Mortgagee's approval or disapproval) denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any plan submission by Tenant within 8 business days after Landlord’s receipt thereofrequired Mortgagee's approval. If Landlord fails to respond to any such submission give Tenant the aforesaid notice within such 8 business day periodsaid 20 days, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed to have approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design specifications. If Landlord disapproves of such plans and for all costs related theretospecifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord Landlord’s reasonable out-of-pocket expense incurred in connection accordance with the review foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Tenant’s plansSubsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work.

Plans and Specifications. Tenant a. Improvements to the Premises (“Tenant’s Work”) shall be solely responsible for the preparation of the final architectural, electrical completed in accordance with detailed architectural and mechanical construction drawings, plans engineering working drawings and material specifications (called the “plansPlans and Specifications”) necessary for Tenant to construct the Premises for which shall be prepared at Tenant’s occupancy, which plans shall be subject to approval direction by Landlord’s architect and engineers at Tenant’s expense (which may be paid from the Tenant Incentive Payment described in paragraph 4, below), shall be submitted to Landlord for approval, and shall comply be in a form and content as necessary to allow Landlord’s contractor(s) to obtain all required building permits and approvals. Any charges to be paid to Landlord’s architect and engineers by Tenant with their reasonable requirements respect to avoid aesthetic or other conflicts with the design and function any further revisions of the balance of Plans and Specifications shall be offset against the BuildingTenant Incentive Payment, as hereinafter defined. Landlord’s Landlord shall provide its comments or approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond within ten (with approval or disapproval10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Plans and Specifications by Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond failure to provide its comments or approval within an additional five (with approval or disapproval5) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process notice of such failure shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s deemed an approval of Tenant’s plans request. b. Unless Landlord has given its approval, after Tenant has received Landlord’s comments, Tenant shall have a period of not more than ten (10) days following such submittal in no event relieve which to cause the Plans and Specifications to be revised to incorporate Landlord’s comments or state any objections to same in writing, and any objections shall be stated in sufficient detail so as to allow necessary modification by Landlord. Once accepted by Tenant and Landlord in final form, the Plans and Specifications may be modified by Tenant only with Landlord’s written approval (which shall not be unreasonably withheld), and Tenant shall be liable for any additional costs incurred as a result of any such change. c. Should Tenant fail to make any reasonable modifications to same and resubmit to Landlord as so specified, then such failure shall be construed as an acceptance of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation Plans and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerSpecifications.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Attached hereto as Exhibit B is a schedule of the final plans and specifications (the "Final Plans and Specifications"), subject to any revision which may be required by the applicable authorities in order to obtain the Architectural Review Approval and the Building Permit, prepared for Landlord and Tenant by Xxxxxx Xxxxxx & Associates as the architect (the "Architect"), for the construction of the Additional Space, including, without limitation, all of the related site and off-site improvements. Landlord acknowledges that Tenant has retained the services, at Tenant's sole cost and expense and not as a part of the Cost of Construction (as defined below), of a structural engineer to review on Tenant's behalf the Final Plans and Specifications. In the event that such engineer shall request changes to the Final Plans and Specifications, Landlord agrees to consider such changes and to discuss the need for such changes with Tenant's engineer. However, Landlord shall be solely responsible for under no obligation to have the Final Plans and Specifications revised based upon such request or such discussions. The cost of the preparation of the final architecturalFinal Plans and Specifications shall be included as a line item in the Budget (as defined below). Neither the approval by Landlord of the Final Plans and Specifications or any other plans, electrical specifications, drawings or other items associated with the Additional Space shall constitute any warranty or covenant by Landlord to Tenant, except for any warranty or covenant expressly set forth in this Agreement, of the adequacy of the design for Tenant's intended use of the Additional Space. Tenant agrees to, and mechanical construction drawingsdoes hereby, assume full and complete responsibility to ensure that the floor plans and specifications general layout of the Additional Space as shown on the Final Plans and Specifications are adequate to fully meet the needs and requirements of Tenant's intended operations of its business within the Additional Space. Landlord acknowledges that the Construction Contract (called “plans”as defined below) necessary for permits Tenant to construct make certain changes to the Premises for Tenant’s occupancyPlans and Specifications, which plans as "Change Orders" to the work. Tenant shall be subject permitted to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordmake such changes, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than provided that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, actual additional costs relating thereto as set forth in the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerConstruction Contract.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. 2.1. No work shall commence in the Leased Premises until: (i) the Lease is duly signed by Tenant and Landlord, and (ii) Landlord gives written approval, which shall not be unreasonably withheld, to Tenant’s Plans (as defined below) for the Improvements. 2.2. Subject to the provisions of Section 6 of this Work Letter, Tenant may engage, at Tenant’s sole expense, Tenant’s Architect, which firm is hereby approved by Landlord. Tenant’s Architect will promptly prepare the Design Development Drawings. Tenant will be responsible for delivery of the Design Development Drawings to Landlord in accordance with the Construction Schedule. 2.3. From the Design Development Drawings, Tenant will, through either Tenant’s Engineer or the engineers from the appropriate design/build subcontractor, provide Landlord with mechanical and electrical plans and related specifications which collectively comprise the MEP Drawings. Tenant shall direct Tenant’s Engineer to provide to Landlord the MEP Drawings in accordance with the Construction Schedule. 2.4. From the Design Development Drawings and the MEP Drawings, Tenant’s Architect shall prepare the Construction Drawings. Tenant shall be solely responsible for the preparation delivery of the final architecturalConstruction Drawings in accordance with the Construction Schedule. The Construction Drawings shall include mechanical and electrical drawings and decorating plans showing the location of partitions, reflected ceiling plans including light fixtures, electrical outlets, telephone outlets, sprinklers, doors, wall finishes, floor coverings, and mechanical construction drawings, plans all other Improvements to be installed by Tenant. The Design Development Drawings and specifications (called Construction Drawings are referred to herein as “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans Plans” and shall be approved by Landlord at Lease execution. 2.5. Tenant’s Plans shall be subject to Landlord’s approval, which approval by shall not be unreasonably withheld. Tenant shall provide Tenant’s Plans to Landlord and Landlord’s architect (as specified by Landlord in writing to Tenant). Landlord shall approve Tenant’s Plans no later than five (5) business days after receipt thereof by Landlord and engineers Landlord’s architect. Should Landlord have any reasonable revisions to Tenant’s Plans following Landlord’s review, such revisions shall be requested in writing with Landlord’s preliminary approval of Tenant’s Plans. Five (5) business days following Landlord’s preliminary approval, Tenant shall provide a response to Landlord’s requested revisions. Landlord and Tenant shall comply use their best efforts to reach mutually agreeable solutions to Landlord’s requested revisions no later than (5) business days following Landlord’s receipt of Tenant’s response to Landlord’s requested revisions. If Landlord shall not respond within ten (10) business days after receipt of any set of Tenant’s Plans, such Plans shall be deemed approved by Landlord. The final plans and specifications approved by Landlord shall be referred to as the “Final Plans”. 2.6. If Tenant shall require any material change, addition or alteration to the Final Plans, Tenant’s Architect shall prepare and deliver to Landlord and Landlord’s architect, plans with their reasonable requirements respect to avoid aesthetic such material change, addition or other conflicts with alteration. Within five (5) business days after receipt thereof by Landlord and Landlord’s architect, Landlord shall notify Tenant if it approves the design and function of revised Final Plans which set forth the balance of the Buildingrequested material change, addition or alteration. Landlord’s approval is solely given for of the benefit revised Final Plans shall not be unreasonably withheld, conditioned or delayed. If Landlord approves the revised Final Plans, then Tenant shall instruct the General Contractor to proceed as soon as reasonably practical thereafter. If Landlord does not approve such additional plans, construction of Landlord, and neither Tenant nor any third party the Premises shall have proceed in accordance with the previously approved Final Plans. 2.7. Although Landlord has the right to review, request revisions to and approve the Final Plans, Landlord’s sole interest in doing so is to protect the Building and Landlord’s interest in the Building, and Landlord is not in any way warranting or representing that Tenant’s Final Plans are suitable for their intended use or comply with applicable laws and regulations. Landlord shall have no liability whatsoever in connection with Tenant’s Final Plans, nor any responsibility for any omissions or errors contained therein. Accordingly, Tenant shall not rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that for the purpose of acknowledging the consent of Landlord does not object thereto under this Lease. Landlord’s architects to proceed with the requested action, and engineers Landlord shall respond (with approval or disapproval) to incur no liability of any plan submission kind by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt reason of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design granting of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerapprovals.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within fifteen (15) days following execution of the Lease, Tenant shall be solely responsible cause its licensed architect and any licensed mechanical or electrical engineers required by law to submit to Landlord preliminary plans for the preparation Tenant’s Work. Landlord shall approve or disapprove said preliminary plans within ten (10) days of the final receipt thereof. If Landlord shall disapprove of the preliminary plans they shall be revised in such manner as is required to obtain Landlord’s approval. Working architectural, electrical and mechanical (HVAC and plumbing) plans, consistent with the preliminary plans approved by Landlord and any other construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises requirements of Landlord for Tenant’s occupancyWork, which shall be prepared by Tenant and delivered to Landlord for Landlord’s approval within ten (10) days of Landlord’s notice to Tenant of Landlord’s approval or disapproval. Landlord’s final approval of the working plans shall be subject required prior to commencement of construction of Tenant’s Work. Any approval of Landlord of preliminary or working plans shall be indicated only by Landlord’s architect and engineers and a dated signature of Landlord on said plans. No change shall comply with their reasonable requirements to avoid aesthetic or other conflicts with be made in the design and function of working plans approved by Landlord without the balance of the Building. Landlord’s written approval is solely given for the benefit of Landlord, and neither Tenant nor any third party . Landlord shall have the right to rely upon Landlord’s approval inspect the progress of Tenant’s Work to insure compliance with the working plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. and Landlord’s architects and engineers requirements for Tenant’s Work. Any inspection or approval of plans by Landlord shall respond (be for the sole purpose of assuring compliance with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofrequirements and no responsibility for proper engineering, safety, and/or design of facilities or compliance with applicable governing codes and regulations is implied or inferred on the part of Landlord by the plan approval. If Landlord fails Should Tenant fail to respond to comply with any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionforegoing requirements, and Tenant shall promptly have the plans revised by its architect continue to incorporate all reasonable objections and conditions presented by not comply after notice from Landlord and shall resubmit of such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingnon compliance, Tenant shall be responsible for all elements of in default under the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerLease.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within twenty (20) Business Days after Landlord approves the Final Space Plan, Tenant shall be solely responsible deliver the Plans and Specifications to Landlord for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect approval. Within twelve (12) Business Days after Tenant delivers the Plans and engineers and Specifications to Landlord, Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function advise Tenant of the balance of the Building. Landlord’s approval is solely given for or disapproval of the benefit Plans and Specifications (which disapproval shall specify Landlord’s objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Within ten (10) Business Days after Landlord notifies Tenant of Landlord’s objections, Tenant shall revise the proposed Plans and neither Specifications to meet Landlord’s objections and deliver the revised Plans and Specifications to Landlord for Landlord’s approval. Within twelve (12) Business Days after Tenant nor any third party delivers the revised Plans and Specifications to Landlord, Landlord shall have the right to rely upon advise Tenant of Landlord’s approval or disapproval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. the revised Plans and Specifications (which disapproval shall specify Landlord’s architects objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such objections). Tenant and engineers Landlord shall respond (with continue to follow the revision, delivery and notice of objections procedure and schedule set forth above until Landlord approves the Plans and Specifications. Landlord will not unreasonably withhold, condition or delay its approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font Plans and Specifications at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSpoint during this approval process.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within ten (10) Business Days after receiving the Plans and Specifications for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Improvements prepared by Tenant’s occupancy, which plans shall be subject to approval by Architect and Landlord’s architect failure to approve or disapprove of (specifically describing any reasons for disapproval) the Plans and engineers Specifications in writing within ten (10) Business Days after receiving the Plans and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Specifications will be deemed Landlord’s approval of Tenant’s plans the Plans and Specifications. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond approval (with approval or disapproval) to any plan submission by Tenant within 8 business days after five (5) Business Days on the same basis as set forth above and Landlord’s receipt thereof. If Landlord fails failure to respond to approve or disapprove of (specifically describing any such submission reasons for disapproval) the revised Plans and Specifications in writing within such 8 business day period, which failure continues for more than 2 business days five (5) Business Days after Tenant gives Landlord a written notice (receiving the “Deemed Approved Notice”) advising Landlord that such plan submission shall revised Plans and Specifications will be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant the revised Plans and Specifications. If Landlord again disapproves of the responsibility revised Plans and Specifications, the process described in the preceding sentence shall continue until Landlord approves the Plans and Specifications. After Landlord’s approval, Tenant will submit the Plans and Specifications for permits and construction bids. No material deviation from the Building Standard will be permitted in the Plans and Specifications without the prior written consent of Landlord. Landlord will not approve any material deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, or (b) are of a nature or quality that are inconsistent with Landlord’s overall plan or objectives for the Building. No approval by Landlord of any material deviation constitutes an acknowledgment by Landlord that such designdeviations are in conformance with applicable codes, ordinances and other Laws. Tenant agrees it shall will be solely responsible required to use Landlord MEPs for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerany Tenant Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. 1.1 Tenant shall be solely responsible retain the services of API DESIGN (the "SPACE PLANNER") to prepare a detailed space plan (the "SPACE PLAN") mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements in the Premises. Tenant shall submit the Space Plan and any proposed revisions thereto to Landlord for Landlord's approval. 1.2 Based on the approved Space Plan, Tenant shall cause the Space Planner to prepare detailed plans, specifications and working drawings mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements (the "PLANS"). Landlord and Tenant shall diligently pursue the preparation of the final architecturalPlans. Tenant shall submit the Plans and any proposed revisions thereto, electrical including the estimated cost of the Tenant Improvements. All necessary revisions to the Space Plan and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans Plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond made within two (with approval or disapproval2) to any plan submission by Tenant within 8 business days after Landlord’s 's response thereto. This procedure shall be repeated until Landlord ultimately approves the Space Plan and Plans. 1.3 Tenant shall be responsible for ensuring that the Plans are compatible with the design, construction and equipment of the Building, comply with applicable Regulations and the Standards (defined below), and contain all such information as may be required to show locations, types and requirements for all heat loads, people loads, floor loads, power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, light fixtures and related power, and electrical and telephone switches, B.T.U. calculations, electrical requirements and special receptacle requirements. The Plans shall also include mechanical, electrical, plumbing, structural and engineering drawings mutually satisfactory to Landlord and Tenant which shall be prepared by API DESIGN. Notwithstanding Landlord's preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans or any revisions thereto, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulations of any improvements described therein or constructed in accordance therewith. Tenant hereby waives all claims against Landlord relating to, or arising out of the design or construction of, the Tenant Improvements. 1.4 Landlord's criteria for approvals shall be based on reasonable criteria established from time to time by Landlord, but Landlord will be deemed to have acted reasonably if Landlord's disapproval is predicated upon (i) effect on the structural integrity of the Building, (ii) possible damage to the Building's mechanical, electrical, plumbing and HVAC systems, (iii) non-compliance with applicable laws, codes and regulations, (iv) incompatibility with the base building plans, (v) failure to use materials required by Schedule 2 pertaining to Standards, and (vi) effect on the exterior of the Building or any of the Building's common areas. Landlord shall not be deemed to have approved the Space Plan, the Plans, or any proposed revisions thereto, unless approved by Landlord in writing. Landlord shall approve or disapprove any Space Plan, Plans or proposed revisions thereto submitted to Landlord for Landlord's approval within three (3) business days after Landlord's receipt thereof. If Landlord fails has not approved in writing any Space Plan, or proposed revisions thereto submitted to respond to any such submission Landlord within such 8 business day period, which failure continues for more than 2 five (5) business days after Tenant gives Xxxxxxxx's receipt thereof, Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of to have disapproved the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSsame.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. (a) Xxxxxx agrees to prepare, at Xxxxxx's sole cost and expense, and furnish to Landlord for its review architectural, mechanical, electrical, plumbing, fire protection and structural engineering schematic design documents, and final construction documents for the Tenant Work (such documentation and the constituent items thereof are referred to herein collectively and respectively as the "Documents"; and the final construction documents approved by Landlord hereunder are referred to herein as the "Construction Documents"). The Documents shall be prepared by an architect ("Xxxxxx's Architect") experienced in the construction of tenant improvements in first-class buildings in the Boston area, retained by Tenant and approved by Landlord in advance. The Landlord hereby approves of Xxxxxxxx Xxxxxxx + Archetype, Inc. as Tenant's Architect. There shall be no requirement for Tenant to use any particular building standard materials or items; however, the Tenant Work shall be consistent with tenant improvements typically installed in comparable office buildings in the Boston/North Shore area. Tenant shall cause Xxxxxx's Architect to perform all architectural services typically and reasonably required under typical construction contracts for similar leasehold improvements. Such services shall include, without limitation, all certifications typically and reasonably required to be provided by the architect for similar leasehold improvements in order to obtain a certificate of occupancy for the Premises. Tenant shall be solely responsible for the preparation cost of all architectural and engineering services required for the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and Work. The Construction Documents shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design all applicable laws, ordinances and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans regulations (including, without limitation, compliance with law, functionality of design, the structural integrity applicable requirements of the designAmericans with Disabilities Act of 1990, the configuration of the Premises and the placement regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing the permits, approvals and licenses required for construction. Tenant's interior furnishings (i.e., specifications, coordination, supply and installation of furniture, furnishings, telephone and moveable equipment) will also be the responsibility of Tenant’s furniture. (b) The Documents shall require Landlord's approval, appliances and equipmentwhich approval shall not be unreasonably withheld, conditioned or delayed. Landlord will give Tenant notice ("Landlord Plan Notice") of any objections it may have with respect to any Documents within three (3) business days of Landlord's receipt of any Documents. At the time that Xxxxxx delivers the Documents to Landlord, it shall also deliver a set to Landlord's architect, Xxxx X. Xxxxxxx + Associates, Inc., 00 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000 ("Landlord's Architect"), and Landlord’s approval of Tenant’s plans shall in no event relieve . If Landlord does not notify Tenant of the responsibility for its objections within such design. Tenant agrees it 3 business day period, then Landlord shall be solely responsible deemed to have approved the Documents. Landlord shall not be deemed unreasonable for the timely preparation and submission of all such plans and for all elements of the design withholding approval of such plans and for all costs related thereto. specifications which (The word “architect” as used in this Section 3.2 shall include an interior designer i) might adversely affect any structural or space plannerexterior element of the Building or any portion thereof, or (ii) might materially adversely affect the proper functioning of the Building systems or other facilities. (c) Tenant shall reimburse cause the Documents to be revised in a manner sufficient to remedy Landlord's objections and/or respond to Landlord's concerns and to be redelivered to Landlord and Landlord’s reasonable out-of-pocket expense incurred 's Architect as soon as reasonably possible after Tenant is given a Landlord Plan Notice and shall use diligence to complete the Construction Documents in connection accordance with the review requirements of Tenant’s plansthe Landlord Plan Notice. (d) Landlord's and Xxxxxxxx's Architect's approval of any plans and specifications furnished to and approved by Landlord, or of any changes thereto, shall in no way be deemed an agreement by Landlord that the work contemplated therein fulfills the requirements of Section 3.2(a) hereof. Tenant shall be responsible for the design of the Tenant Work. (e) Notwithstanding anything to the foregoing to the contrary, Landlord has approved Xxxxxx's plans for the East Wing portion of the Premises (the so-called "Phase 1 Portion") which Plans are entitled "Lightbridge Call Center" prepared by Xxxxxxxx, Xxxxxxx + Archetype, Inc. dated August 4, 2000, Issued for Construction, and consisting of a cover page and 17 sheets.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within fifteen business days after the preparation date of this Amendment space plan(s) and other information (collectively the final architectural, electrical and mechanical construction drawings, “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (called the “plansInitial Construction Documents”) necessary for the construction of the tenant finish in the Leased Premises (i.e., only Suite 3000). Landlord shall prepare and submit the Initial Construction Documents to Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with as soon as practical after receiving the design and function Space Plan. Within ten (10) days after receipt of the balance of Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the Building. Landlord’s approval is solely given reasons for the benefit of Landlorddisapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of redrawing is at Tenant’s plans for any purpose whatsoever other than that expense. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by receive a notice from Tenant disapproving the Initial Construction Documents within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business the 10-day period, which failure continues for more than 2 business days Tenant is deemed to approve the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant gives Landlord a written notice (Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the “Deemed Approved NoticeConstruction Documents” and all work to be performed by Landlord pursuant to the Construction Documents is referred to as the “Tenant Finish Work.” Landlord shall not be deemed to represent and warrant that the Construction Documents comply with any laws, ordinances, orders, rules, and regulations of all governmental bodies (state, federal, and municipal) applicable to or having jurisdiction over the use, occupancy, operation, and maintenance of the Leased Premises, including without limitations all applicable existing and future environmental laws and the Access Laws (as hereinafter defined) (those laws, ordinances, orders, rules, decisions, and regulations being called “Applicable Laws”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of and Tenant, at its sole cost and expense, is responsible for the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Construction Documents and Tenant’s plans is withheld or conditionedbusiness operations at the Leased Premises complying with Applicable Laws, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerAccess Laws.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord's sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Amendment, as set forth on Exhibit "B-1" to the Amendment , be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”"Plans and Specifications") necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord ("Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition's Architect"), and Tenant shall promptly be available to meet with Landlord's Architect so as to assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following execution of the Amendment (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord's final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord's reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord's Architect to make any modifications to the plans revised by its architect to incorporate all reasonable objections Plans and conditions presented Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. Landlord’s architects ten (10) day period, Landlord may terminate the Amendment and engineers shall respond (with approval or disapproval) to any plan re-submission retain all deposits and other amounts paid by Tenant within 8 business days after or, at Tenant's sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s receipt thereof. Such process 's requirements, and the construction of the Leasehold Improvements shall be followed until proceed as if the plans shall have final Plans and Specifications had been resubmitted by Tenant and approved by Landlord’s architect . b) Once accepted by Landlord in final form, the Plans and engineers without unreasonable objection or condition. Without limiting the foregoingSpecifications may be changed only with Landlord's approval, and Tenant shall be responsible liable for all elements any additional costs incurred by Landlord as a result of any such change. An original set of the Plans and Specifications and any modifications thereto, when accepted by Landlord, shall be initialed on each page by Landlord and Tenant and retained in Landlord's file as the conclusive evidence of the final form of the Plans and Specifications. c) Notwithstanding anything to the contrary contained herein, Landlord shall have the sole right to determine architectural design and the structural, mechanical and other standard details and specifications of Tenant’s plans (the work to be performed pursuant to this Work Letter, including, without limitation, compliance with law, functionality the type of design, the structural integrity of the design, the configuration of the Premises materials and the placement of Tenant’s furniture, appliances manufacturer and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannersupplier thereof.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. No improvements (including, without limitations, the Communication Facility) may be constructed, erected, maintained, repaired or replaced on or at the Premises unless Tenant has submitted detailed plans, drawings and specifications showing the Communication Facility and such other items as Landlord may reasonably request, and a proposed construction schedule (the “Approved Plans and Specifications”) to Landlord at least forty-five (45) days prior to undertaking the same and has obtained Landlord’s prior written consent thereof, which consent shall not be solely responsible for the preparation unreasonably withheld, conditioned, or delayed. Such approval shall include, but not be limited to, review and approval of the final architecturalprecise location and design of the Communication Facility or other improvements, electrical and mechanical construction drawings, plans the landscaping of the Premises. Tenant agrees to secure the Communication Facility and specifications (called “plans”) necessary for Tenant other improvements and to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval address reasonable safety and aesthetics issues raised by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission disapprove the plans within such 8 business said forty-five (45) day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission said plans and specifications shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission to be approved. The review and approval by Landlord under this Lease shall be deemed approved hereunderin addition to any other approvals required under all applicable federal, state and local laws, rules and regulations. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant Plans and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process Specifications shall be followed until updated during the plans shall have been course of construction to reflect approved by Landlord’s architect changes. Tenant reserves the right to make like-kind exchanges and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements replacements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of equipment which do not materially alter the Premises and is installed in accordance with the placement terms of Tenant’s furniturethis Lease, appliances and equipment)but Tenant shall nonetheless give advance written notice to Landlord of such exchange describing the intended exchange in reasonable detail, and Landlord’s approval of Tenant’s plans unless such like-kind exchange is made during an emergency, then Tenant shall in no event relieve Tenant of give Landlord such notice as is reasonable or practicable under the responsibility for such designcircumstances. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall to reimburse Landlord Landlord’s for reasonable out-of-pocket expense fees and costs incurred by Landlord in connection with the review reviewing such Approved Plans and Specifications and any work performed by or on behalf of Tenant’s plans, provided that Landlord submits to Tenant invoices showing such costs.

Plans and Specifications. Tenant Landlord shall be solely responsible for construct a professional office building of approximately twenty five thousand (25,000) square feet plus a parking lot with a capacity of at least one hundred twenty five (125) automobiles on the preparation of subject property substantially in accord with the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary prepared by an architect of Landlord's selection. Except as provided in Section 3 of this Article, Landlord shall cause the plans and specifications to be prepared at Landlord's expense. The plans and specifications which are prepared for Tenant to construct the Premises for Tenant’s occupancy, which plans premises by Landlord's architect shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (in the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as followsfollowing manner: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and Landlord's architect shall resubmit such plans consult with Tenant from time to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until time during the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and specifications regarding the proposed construction and layout of the premises. Upon the presentation of said plans and specifications to Tenant by Landlord for approval, Tenant will, within twenty (20) days, either return the same approved or with written corrections and/or amendments requested by Tenant. In the event Tenant fails to so accept or reject within said twenty (20) day period, the plans and specifications shall be deemed approved. If rejected, Landlord shall take all costs related theretonecessary and proper steps to have the plans and specifications revised or amended in such a way or ways required to eliminate t he objections by Tenant. (The word “architect” plans and specifications shall then be again submitted to Tenant for specifications Tenant's written approval. Upon approval, said plans and shall be identified and the approval thereof evidenced by the signatures of Landlord and Tenant thereon. Landlord may reject such-suggested corrections and/or amendments if in the exercise of good faith and reasonable judgement Landlord determines such corrections and/or amendment's world be such as used affect adversely the appearance or function of the proposed building or unreasonable increase the cost of construction or unreasonably increase the anticipated cost of repairs or rate of obsolescence or depreciation. However, Landlord shall not unreasonably withhold consent to such suggested changes. Subsequent minor changes in this Section 3.2 said plans and specifications shall include an interior designer or space planner.) not require the signatures of the parties. Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection contract directly with the review architect for the purpose of Tenant’s planslaying out the floor plan of the premises, the interior improvements and the drive-up banking and window facilities; provided, however, that Landlord shall have the prior right to approve the plans and specifications for the interior improvements and drive-up units as to conformity and compatibility with the design of the building.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord's sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to this Work Letter, as set forth on Exhibit "A-1" to this Work Letter, be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”"Plans and Specifications") necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord ("Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition's Architect"), and Tenant shall promptly be available to meet with Landlord's Architect so as to assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following Lease execution (or in the case of a modification to the original Plans and Specifications, within ten (10). days following the date upon which the need or request for such modification is initiated) for Landlord's final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord's reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord's Architect to make any modifications to the plans revised by its architect to incorporate all reasonable objections Plans and conditions presented Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. Landlord’s architects ten (10) day period, Landlord may terminate the Lease and engineers shall respond (with approval or disapproval) to any plan re-submission retain all deposits and other amounts paid by Tenant within 8 business days after or, at Tenant's sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s receipt thereof. Such process 's requirements, and the construction of the Leasehold Improvements shall be followed until proceed as if the plans shall have final Plans and Specifications had been resubmitted by Tenant and approved by Landlord’s architect . b) Once accepted by Landlord in final form, the Plans and engineers without unreasonable objection or condition. Without limiting the foregoingSpecifications may be changed only with Landlord's approval, and Tenant shall be responsible liable for all elements any additional costs incurred by Landlord as a result of any such change. An original set of the design of Tenant’s plans (includingPlans and Specifications and any modifications thereto, without limitationwhen accepted by Landlord, compliance with law, functionality of design, shall be initialed on each page by Landlord and Tenant and retained in Landlord's file as the structural integrity conclusive evidence of the design, the configuration final form of the Premises Plans and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerSpecifications.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. A. Before undertaking any alterations, Tenant shall be solely responsible submit to Landlord for approval, plans and specifications (“Tenant’s Plans”) prepared by a licensed architect whom Xxxxxx shall retain, at its sole cost and expense, for the preparation of its plans showing all of Xxxxxx’s Work. Within ten (10) days following receipt of Tenant’s Plans and five (5) days for resubmissions, Landlord shall notify Tenant of any changes reasonably required by Landlord. Promptly following receipt of Landlord’s notice, Tenant shall revise Tenant’s Plans to incorporate Landlord’s required changes and shall deliver the final architecturalrevised plans to Landlord within seven (7) days following receipt of Landlord’s notice. If Landlord requires further changes to Tenant’s Plans, electrical Tenant shall similarly revise and mechanical construction resubmit them to Landlord within an additional period of five (5) business days. Tenant may not begin any work in the Premises until Xxxxxx receives Landlord’s approval (which may be given via e-mail) of Tenant’s Plans, which approval shall not be unreasonably withheld. Tenant shall pay Landlord for all actual and out-of-pocket costs associated with Xxxxxxxx’s third party consultant’s review of Tenant’s Plans (“Plan Review Fee”). B. Any approval by Landlord or Xxxxxxxx’s architects and/or engineers of any of Tenant’s drawings, plans and specifications (called “plans”) necessary for Tenant to construct which are prepared in connection with any construction of improvements in the Premises for Premises, including Tenant’s occupancyPlans, shall not in any way be construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the improvements to which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlordthey relate, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day perioduse, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Noticepurpose, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant but such approval shall promptly have merely be the plans revised by its architect to incorporate all reasonable objections and conditions presented by consent of Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall as may be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred required hereunder in connection with Xxxxxx’s construction of improvements in the review of Tenant’s plansPremises in accordance with such drawings, plans and specifications.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord’s sole discretion, demand that all Leasehold Improvements, including modifications to the Existing Improvements (if any) required pursuant to the Lease, as set forth on Exhibit “C-1” to the Lease, be solely responsible for the preparation specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansPlans and Specifications”) necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord (“Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved NoticeArchitect”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition), and Tenant shall promptly be available to meet with Landlord’s Architect so as to assure that the Plans and Specifications can be submitted to Landlord following approval by Tenant within ten (10) days following submission of the Plans and Specifications to Tenant by Landlord’s Architect (or in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s final review and approval, which approval may be granted, withheld, or given conditionally subject to modification as determined by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the plans revised by its architect to incorporate all reasonable objections Plans and conditions presented Specifications as required by Landlord and then resubmit same to Landlord in final form. If Tenant fails to resubmit the Plans and Specifications in such form as Landlord shall resubmit require within such plans to Landlord. ten (10) day period, Landlord may terminate the Lease and retain all deposits and other amounts paid by Tenant or, at Tenant’s sole expense, Landlord may prepare Plans and Specifications in accordance with Landlord’s architects requirements, and engineers the construction of the Leasehold Improvements shall respond (with approval or disapproval) to any plan re-submission proceed as if the final Plans and Specifications had been resubmitted by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been and approved by Landlord. b) Once accepted by Landlord in final form, the Plans and Specifications may be changed only with Landlord’s architect approval, and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible liable for all elements any additional costs incurred by Landlord as a result of any such change. An original set of the Plans and Specifications and any modifications thereto, when accepted by Landlord, shall be initialed on each page by Landlord and Tenant and retained in Landlord’s file as the conclusive evidence of the final form of the Plans and Specifications. c) Notwithstanding anything to the contrary contained herein, Landlord shall have the sole right to determine architectural design and the structural, mechanical and other standard details and specifications of Tenant’s plans (the work to be performed pursuant to this Work Letter, including, without limitation, compliance with law, functionality the type of design, the structural integrity of the design, the configuration of the Premises materials and the placement of Tenant’s furniture, appliances manufacturer and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannersupplier thereof.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation 2.01 Tenant's architect will provide Landlord with twelve (12) complete sets of the final architectural, electrical and mechanical construction drawings, working plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancydemised premises, which plans shall be prepared in accordance with this Exhibit. Landlord's architect will provide same service if desired by Tenant for $.55 per rentable square foot. 2.02 The working plans and specifications shall be subject to Land- lord's review and approval, and, to the extent that such plans and specifications do no conform to this Exhibit, Landlord may disapprove the same unless Tenant agrees to pay Landlord for is additional costs in accordance with 2.03 below. 2.03 On its plans and specifications furnished in accordance with 2.02 above, Tenant may designate different materials (except window coverings) in place of building, standard materials which would otherwise be initially furnished and installed by Landlord under the provisions of this Exhibit, provided such selection is approved by Landlord. If Tenant shall make any such selection, or if different materials are required because of any situation created by Tenant (by reason of subleasing or any other similar or dissimilar cause) wherein the applicable building codes prohibit the use of building standard materials, and if the Work Cost (as hereinafter defined) of such different materials shall exceed the Landlord's cost of building standard materials thereby replaced, Tenant shall pay to Landlord, as hereinafter provided, the difference between the Work Cost of such different new materials and the Landlord's cost of building standard materials thereby replaced. Tenant may also indicate on its plans and specifications additional work and additional materials (subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission be furnished and installed by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition's expense, and Tenant shall pay to Landlord, as hereinafter provided, the Work Cost of such additional work and additional materials. No such different materials shall be furnished and installed in replacement for any of building standard materials nor shall any such additional work or additional materials be furnished and installed unless Landlord and Tenant shall have agreed in writing the Work Cost of such different new materials and the Landlord's cost of such replaced building standard materials, or the Work Cost of such additional work or additional materi- als, as the case may be. All amounts payable by Tenant to Landlord pursuant to this Exhibit shall be paid by Tenant promptly have after the plans revised rendering of bills therefor by its architect Landlord to incorporate all reasonable objections Tenant, it being understood and conditions presented by agreed that such bills may be rendered during the progress of the performance of the work and/or the furnishing and installation of the materials to which such bills relate and that final payment in full be made on the 10th day of the month following completion of the work, as additional rent under the Lease. Any such dif- ferent materials and any such additional work and additional materials shall, upon installation, become the property of Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission be surrendered by Tenant within 8 business days after Landlord’s receipt thereofto Landlord at the end or other expiration of the term of the Lease unless otherwise provided therein. Such process No credit shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible granted for the timely preparation and submission omission of all such plans and for all elements of the design of such plans and for all costs related theretobuilding standard materials where no replacement in kind is made. (The word “architect” term "Work Cost" as used in this Section 3.2 Exhibit shall include an interior designer mean the total of all estimated actual costs to Landlord for furnishing and installing such different new materials or space plannersuch additional work or additional materials, plus 10% overhead plus 10% profit of such actual costs.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. 1.1.1 Tenant shall be solely responsible employ professionals reasonably satisfactory to Landlord for the preparation of the final necessary architectural, mechanical and electrical plans, drawings and mechanical specifications pertaining to the construction drawingswork which Tenant intends to perform in the Premises following the Effective Date (“Tenant’s Extended Term Work”). Tenant, at its expense, shall furnish Landlord with architectural and design plans and specifications (called “plansTenant’s TI Plans”) necessary for Tenant to construct prepared first in preliminary form (“Preliminary TI Plans”), and thereafter in working form (“Working TI Drawings”), and covering the Premises for Tenant’s occupancy, which plans Extended Term Work. Tenant shall be pay all costs and expenses relating to Tenant’s TI Plans (subject to approval by Landlord’s architect and engineers obligations with respect to the Second Amendment TI Allowance (as defined below)). All Tenant’s TI Plans shall meet the requirements set forth in Schedule II to Exhibit B of the Lease. 1.1.2 Upon submittal of any portion of Tenant’s TI Plans, Landlord shall review Tenant’s TI Plans and shall comply with their reasonable requirements to avoid aesthetic either approve Tenant’s TI Plans or other conflicts with the design and function advise Tenant in writing of any aspect of the balance of the Buildingdesign, engineering, construction or installation which is not acceptable to Landlord. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that TI Plans shall not be unreasonably withheld, conditioned or delayed. Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with advise Tenant of its approval or disapprovalcomments on the Tenant’s TI Plans within ten (10) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofof the Tenant’s TI Plans. If In the event that Landlord shall disapprove of any portion of Tenant’s TI Plans, Tenant shall have fifteen (15) business days after Landlord’s notification of its disapproval to revise Tenant’s TI Plans and resubmit them to Landlord. In the event Landlord fails to respond to approve or disapprove Tenant’s TI Plans or any changes thereto within the time period set forth above, and if such submission within such 8 business day period, which failure continues thereafter for more than 2 business days after Tenant gives Landlord a written notice five (the “Deemed Approved Notice”5) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process of a second notice from Tenant requesting action on Tenant’s TI Plans, Tenant’s TI Plans or the changes shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall deemed to be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approved. 1.1.3 After approval of Tenant’s plans TI Plans or any portion thereof, Tenant shall in no event relieve not materially modify, revise or change such Tenant’s TI Plans without the prior written consent of Landlord, not to be unreasonably withheld, conditioned or delayed. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s TI Plans or preparing new plans, shall be borne by Tenant of (subject to Landlord’s obligations with respect to the responsibility Second Amendment TI Allowance (as defined below)). 1.1.4 Except for such design. Tenant agrees matters, if any, as shall have been required by Landlord and not requested by Tenant, it shall be solely responsible for Tenant’s responsibility that the timely preparation Tenant’s TI Plans comply with all applicable governmental and submission of municipal codes and regulations and to procure and deliver to Landlord upon written request all such plans licenses, permits and for approvals from all elements of governmental authorities as are necessary to permit the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plansExtended Term Work to be commenced and continued to completion.

Plans and Specifications. 2.1. Tenant shall retain the services of the space planner/architect of it’s choice and approved by Landlord (the “Space Planner”) to prepare a detailed space plan (the “Space Plan”)-mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements in the Premises. Tenant shall approve or disapprove the Space Plan and any proposed revisions thereto in writing within three (3) business days after receipt thereof, which approval shall not be solely responsible unreasonably withheld. 2.2. Based on the approved Space Plan, Tenant shall cause the Space Planner to prepare detailed plans, specifications and working drawings for the construction of the Tenant Improvements (the “Plans”). Landlord and Tenant shall diligently pursue the preparation of the final architecturalPlans. Tenant shall approve or disapprove the Plans and any proposed revisions thereto, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct including the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function estimated cost of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordTenant Improvements, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond in writing within three (with approval or disapproval3) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord Tenant fails to respond to approve or disapprove the Space Plan or Plans or any such submission revisions thereto within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingtime limits specified herein, Tenant shall be responsible deemed to have approved the same. 2.3. Notwithstanding Landlord’s preparation, review and approval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or Plans, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulation of any improvements described therein or constructed in accordance therewith. Landlord hereby assigns to Tenant all elements warranties and guarantees by the Space Planner or the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of designor construction of, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerImprovements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. After Landlord receives and approves Tenant's Space Plan as provided above, Tenant shall be solely responsible will cause Tenant's Architect to prepare the Plans and Specifications for the preparation Tenant Improvements. Landlord will approve or disapprove (specifically describing any reasons for disapproval) the Plans and Specifications in writing within five (5) Business Days after receiving them. If Landlord disapproves the Plans and Specifications, Tenant will provide appropriately revised Plans and Specifications to Landlord for approval (or disapproval) within five (5) Business Days on the same basis as set forth above. After Landlord's approval, Xxxxxx will submit the Plans and Specifications for permits and construction bids. No deviation from the Building Standard will be permitted in the Space Plan or the Plans and Specifications. Landlord will not approve any deviations which Landlord believes (a) do not conform to applicable codes, ordinances and other Laws or are disapproved by any governmental agency, (b) require services beyond the level normally provided to other tenants in the Building, or (c) are of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary a nature or quality that are inconsistent with Xxxxxxxx's overall plan or objectives for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s No approval is solely given for the benefit by Landlord of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission deviation constitutes an acknowledgment by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Noticedeviations are in conformance with applicable codes, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any ordinances and other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANSLaws.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. (a) If Tenant elects, in its sole discretion, to perform any Tenant’s Work, then Tenant shall prepare, at the sole cost and expense of Tenant, and furnish to Landlord for its approval, architectural, mechanical, electrical, plumbing, fire protection and structural engineering schematic design documents, design development documents and final construction documents for the Tenant’s Work (such documentation and the constituent items thereof are referred to herein collectively and respectively as the “Proposed Documents”; and the Proposed Documents, after approval by Landlord are referred to herein as the “Construction Documents”). Tenant will submit to Landlord and Landlord’s architect (i) four (4) sets of paper versions of the Construction Documents, and (ii) electronic versions of the Construction Documents in AutoCad (dwg) format prepared by Tenant’s Architect. The Tenant’s Work shall be performed in accordance with the Construction Documents and the “Standard Tenant Fit-Out Specifications for 000 Xxxxx Xxxxxx” attached hereto as Exhibit F and incorporated herein by this reference (as the same may be updated, amended, modified and supplemented by Landlord from time-to-time, the “Standard Tenant Fit-Out Specifications”). There shall be no requirement for Tenant to use any particular building standard materials or items; however, the Tenant’s Work shall be first-class in all respects and shall be consistent with and complementary to the first-class standards of the Building. Tenant shall cause Tenant’s Architect to perform all architectural services typically and reasonably required under typical construction contracts for similar leasehold improvements. Such services shall include, without limitation, all certifications typically and reasonably required to be provided by the architect for similar leasehold improvements. Tenant shall be solely responsible for the preparation cost of all architectural and engineering services required for the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises Tenant’s Work. The Construction Documents for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and Work shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design all applicable laws, ordinances and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans regulations (including, without limitation, compliance the applicable requirements of the Americans with lawDisabilities Act of 1990, functionality of designas amended from time to time, and the regulations promulgated thereunder (collectively, the structural integrity of “ADA”)) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing the designpermits, the configuration of the Premises approvals and the placement licenses required for construction of Tenant’s Work. Tenant’s interior furnishings (i.e., specifications, coordination, supply and installation of furniture, appliances furnishings, telephone and moveable equipment and security systems and equipment) will be the responsibility of Tenant. Tenant will be responsible for obtaining all permits and approvals for the Tenant’s Work, including, without limitation, a building permit and all applicable electrical and plumbing permits from the City of Boston Department of Inspectional Services. (b) All requests for amendments, changes, change orders, or alterations to the Construction Documents (each, a “Change Order”) shall require Landlord’s approval, which approval shall not be unreasonably withheld or conditioned and shall be given within the timeframe set forth below (it being understood that any denial shall state Landlord’s objections with specificity so that they may be addressed by Tenant). Landlord’s approval process for a requested Change Order will also include review of Tenant’s fire protection design by Factory Mutual Global representing Landlord’s insurance underwriter. Landlord will give Tenant notice (a “Landlord Plan Notice”) of any objections it may have with respect to any requested Change Order within five (5) business days after receipt by Landlord and Landlord’s Architect of four (4) sets of paper versions of the applicable Construction Documents affected by such Change Order and an electronic version of such Construction Documents. Landlord shall not be deemed unreasonable for withholding approval of any such Change Order which (i) involve or are reasonably anticipated to affect any structural or exterior element of the Building or any portion thereof, (ii) are anticipated to, in Landlord’s reasonable opinion, materially adversely affect the value of the Building or any portion thereof, (iii) are reasonably anticipated to materially adversely affect the proper functioning of the building systems or other facilities, (iv) will materially increase the cost of construction or insurance on the Building or any portion thereof, or may materially increase the Operating Costs or Taxes, or (v) do not incorporate any changes requested by Factory Mutual Global and contained in the Landlord Plan Notice. Concurrently with its review of proposed Change Orders, Landlord will notify Tenant as to which of the proposed installations and improvements shown on the applicable Change Order constitute Specialty Alterations (as defined in Section 1.3) which Tenant will be required to remove at the expiration of the Term. (c) Tenant shall cause the Change Order and any affected Construction Documents to be revised in a manner sufficient to remedy Landlord’s objections and/or respond to Landlord’s concerns and to be redelivered to Landlord as soon as reasonably possible after Tenant is given a Landlord Plan Notice. Tenant shall exercise diligent efforts to revise the applicable Construction Documents to address the objections contained in each Landlord Plan Notice. (d) Landlord’s approval of any plans and specifications with respect to Tenant’s plans Work furnished to and approved by Landlord, or of any changes thereto, shall in no event relieve Tenant way be deemed an agreement by Landlord that the work contemplated therein fulfills the requirements of the responsibility for such designSection 3.3(a) hereof. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements design of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plansWork.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within 10 days after the preparation date of this Amendment space plan(s) and other information (collectively, the final architectural, electrical and mechanical construction drawings, Space Plan) necessary or required by Landlord to complete the initial plans and specifications (called “plans”the Initial Construction Documents) necessary for the construction of the tenant finish in the Expansion Space. Landlord shall prepare and submit the Initial Construction Documents to Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with as soon as practical after receiving the design and function Space Plan. Within 10 days after receipt of the balance of Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the Building. Landlord’s approval is solely given reasons for the benefit of Landlorddisapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of redrawing is at Tenant’s plans for any purpose whatsoever other than that expense. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by receive a notice from Tenant disapproving the Initial Construction Documents within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business the 10-day period, which failure continues for more than 2 business days Tenant is deemed to approve the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant’s initial approval is at Tenant’s expense. The approved Initial Construction Documents are referred to as the Construction Documents, and all work to be performed by Landlord pursuant to the Construction Documents is referred to as the Tenant gives Finish Work. Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall not be deemed approved within 2 business days of Landlord’s receipt of to represent and warrant that the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionConstruction Documents comply with applicable Laws, and Tenant shall promptly have the plans revised by Tenant, at its architect to incorporate all reasonable objections sole cost and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingexpense, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely is responsible for the timely preparation Construction Documents and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plansbusiness operations at the Premises (as expanded hereby) complying with applicable Laws.

Plans and Specifications. Tenant shall be solely responsible Landlord’s Architect has previously prepared the Original Base Building Plans and Specifications. At Tenant’s request, Landlord has obtained the governmental approvals, permits and variances required for the preparation construction of the final architectural, electrical and mechanical construction drawings, plans and specifications Base Building Improvements contemplated under this Lease (called the “plansExpansion Approvals”) necessary for Tenant to construct the Premises for ). At Tenant’s occupancysole cost and expense, which plans shall be subject to approval by Landlord’s architect Architect shall modify and engineers amend the Original Base Building Plans and shall comply with their reasonable requirements Specifications, on or before Friday, February 23, 2001, to avoid aesthetic or other conflicts incorporate any changes necessary to accommodate construction of all of the Base Building Improvements substantially in accordance with the design 951 Gateway Preliminary Specifications (the “Base Building Plans and function of the balance of the BuildingSpecifications”). Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approve the Base Building Plans and Specifications only to the extent such plans and specifications reflect any changes to the Original Base Building Plans and Specifications which are material deviations from the 951 Gateway Preliminary Specifications; provided, however, that such approval of Tenant’s plans for any purpose whatsoever other than shall not be unreasonably withheld, conditioned or delayed; and provided,, further, that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by if Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business ten (10) days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of following Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons request for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoingapproval, Tenant shall be responsible conclusively deemed to have given its approval to the matter submitted by Landlord. Notwithstanding the foregoing, the Base Building Plans and Specifications are, from time to time, subject to change in Landlord’s discretion, upon written consent from Tenant, which consent shall not be unreasonably withheld, conditioned or delayed; and provided, further, that if Tenant fails to respond within five (5) business days following Landlord’s request for all elements consent, Tenant shall be conclusively deemed to have given its consent to any such change. Landlord may without the written consent of the design Tenant change the Base Building Plans and Specifications as may be required by any governmental agency or as necessary to comply with any governmental requirements or to address structural or unanticipated field conditions or which, in the reasonable discretion of Landlord, will not have a material effect on Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration use of the Premises and or a material effect on the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of aesthetic appearance or impression relating to the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerBase Building Improvements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Within forty-five (45) days following the date of this Lease, Tenant shall be solely responsible prepare and submit to Landlord for the preparation of the final architectural, electrical and mechanical its approval construction drawings, plans and specifications for all improvements to the Initial Premises necessary or appropriate for the lawful occupancy thereof by Tenant for the Permitted Use, and within twenty (called 20) Business Days prior to the planned commencement of construction of the Expansion Space. Without limiting the generality of the foregoing, such construction drawings, plans and specifications shall show the following details: partition layout (dimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, all necessary drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air-conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Initial Premises or Expansion Space, as applicable. The term “plans”) necessary for Premises,” as used in this Exhibit C, shall refer collectively to the Initial Premises and the Expansion Space. Landlord may require that Tenant to construct include in its design of the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon building standard suite entry doors specified on Exhibit ”C-2” hereto; otherwise Landlord’s approval of Tenant’s construction drawings, plans for any purpose whatsoever other than that Landlord does and specifications shall not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is unreasonably withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereofdelayed. Such process shall be followed until the construction drawings, plans shall have been and specifications, once approved by Landlord’s architect , are referred to herein and engineers without unreasonable objection or conditionthroughout this Lease as the “Plans and Specifications”. Without limiting the foregoing, Tenant shall be responsible for all elements of not make any modification to the design of Tenant’s plans (including, Plans and Specifications without limitation, compliance with law, functionality of design, first submitting the structural integrity of the design, the configuration of the Premises proposed modification to Landlord and the placement of Tenant’s furniture, appliances and equipment), and obtaining Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related written consent thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for submit to Landlord within I 0 days after the preparation date of this Lease space plan(s) and other information (collectively, the final architectural, electrical and mechanical construction drawings, “Space Plan”) necessary or required by Landlord to complete the initial plans and specifications (called the “plansInitial Construction Documents”) necessary for Tenant to construct the construction of the tenant finish in the Premises (including the Initial Premises and the Must Take Space). Landlord shall prepare and submit the Initial Construction Documents to Tenant for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with as soon as practical after receiving the design and function Space Plan. Within 10 days after receipt of the balance of Initial Construction Documents, Tenant shall deliver to Landlord a notice either approving or disapproving them. Any disapproval must specify in reasonable detail the Building. Landlord’s approval is solely given reasons for the benefit of Landlorddisapproval. If Tenant requests any changes in the Initial Construction Documents that vary from the Space Plan, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of redrawing is at Tenant’s plans for any purpose whatsoever other than that expense. If Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by receive a notice from Tenant disapproving the Initial Construction Documents within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business the 10-day period, which failure continues for more than 2 business days Tenant is deemed to approve the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant gives Landlord a written notice (Txxxxx’s initial approval is at Txxxxx’s expense. The approved Initial Construction Documents are referred to as the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order Construction Documents” and all work to be effective, contain on performed by Landlord under the first page thereof, in a font at least twice as large Construction Documents is referred to as the font of any other text contained in such notice“Tenant Finish Work”. Landlord does not warrant that the Construction Documents comply with Applicable Requirements. Tenant, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In at its sole cost and expense, is responsible to ensure that the event LandlordConstruction Documents and Txxxxx’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of operations at the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannercomply with Applicable Requirements.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall a) Landlord may, in Landlord’s sole discretion, require that all Leasehold Improvements to be solely responsible for performed pursuant to the preparation Lease, as set forth on Exhibit “B-1” to the Lease, be specified in a set of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plansPlans and Specifications”) necessary for Tenant in detail sufficient to construct comprehensively define the Premises for Tenant’s occupancy, construction work (“Work”) to be performed hereunder and to satisfy applicable permitting regulations which plans may be imposed by any governmental authority or required pursuant to applicable building codes. The Plans and Specifications shall be subject to approval prepared by an architect designated by Landlord (“Landlord’s architect and engineers and shall comply Architect”). Tenant agrees to meet with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s Architect so as to assure that the Plans and Specifications are submitted to Landlord following approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business ten (10) days after following the Effective Date of the Lease (or, in the case of a modification to the original Plans and Specifications, within ten (10) days following the date upon which the need or request for such modification is initiated) for Landlord’s receipt thereoffinal review and approval, which approval may be granted, withheld, or given conditionally subject to modification(s) as determined necessary or desirable by Landlord in Landlord’s reasonable discretion within ten (10) days thereafter. If the Plans and Specifications are not approved by Landlord, Tenant shall have a period of ten (10) days in which to work with Landlord’s Architect to make any modifications to the Plans and Specifications required by Landlord and thereafter to resubmit same to Landlord in final form. If Tenant fails to respond to any resubmit the Plans and Specifications in such submission form as Landlord shall require within such 8 business ten (10) day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of may, at Tenant’s sole expense, have prepared Plans and Specifications in accordance with Landlord’s receipt requirements, and the construction of the Deemed Approved NoticeLeasehold Improvements shall proceed as if the final Plans and Specifications had been resubmitted by Tenant and approved by Landlord. b) Following acceptance by Landlord in final form, then such plan submission shall the Plans and Specifications may be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event changed only with Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionapproval, and Tenant shall promptly have be liable for any additional costs incurred by Landlord as a result of any such change. An original set of the plans revised Plans and Specifications and any modifications thereto, when accepted by its architect to incorporate all reasonable objections and conditions presented Landlord, shall be initialed on each page by Landlord and shall resubmit such plans to Landlord. Tenant and retained in Landlord’s architects file as the conclusive evidence of the final form of the Plans and engineers shall respond (with approval or disapprovalSpecifications. c) Notwithstanding anything to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans contrary contained herein, Landlord shall have been approved by Landlord’s architect the sole right to determine architectural design and engineers without unreasonable objection or condition. Without limiting the foregoingstructural, Tenant shall be responsible for all elements mechanical and other standard details and specifications of the design of Tenant’s plans (work to be performed pursuant to this Work Letter, including, without limitation, compliance with law, functionality the type of design, the structural integrity of the design, the configuration of the Premises materials and the placement of Tenant’s furniture, appliances manufacturer and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannersupplier thereof.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation Within thirty (30) days after full execution of the final architectural, electrical Lease and mechanical construction drawings, receipt of Landlord’s plans and specifications for Landlord’s Work, Tenant shall cause to be prepared fully- dimensioned quarter-inch (called “plans1/4”) necessary for Tenant to construct the Premises for scale plans (“Tenant’s occupancyPlans”), which to be delivered to Landlord for review and approval. The plans shall be subject to approval by show, among other things, the specific requirements for the Premises, showing clearly the storefronts, interior partitions, trade fixture plans, lighting, electric outlets, floor coverings, exterior signs, and other specific requirements of Tenant, all in conformity with Landlord’s architect Work, and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the BuildingTenant’s Work. Within ten (10) business days after Landlord’s approval is solely given for the benefit receipt of Tenant’s Plans, Landlord shall return Tenant’s Plans to Tenant with Landlord’s required modifications or approval. Within fifteen (15) days after Tenant’s receipt of Landlord’s required modifications of Tenant’s Plans, Tenant shall cause Tenant’s Plans to be revised and neither Tenant nor any third party shall have the right resubmitted to rely upon Landlord for approval. Within five (5) business days following Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice Plans (the “Deemed Approved NoticeSubmittal Date”) advising ), Tenant shall, at Tenant’s sole cost and expense, apply for Tenant’s Building Permits and all other permits required for Tenant’s Work, use and occupancy of the Premises, specifically including Tenant’s exterior sign plans, and Tenant shall submit Tenant’s Plans to all applicable governmental authorities for approval. Tenant shall diligently seek to obtain Tenant’s Building Permits and shall notify Landlord that such plan submission in writing of any changes to Tenant’s Plans required by any governmental authority. All changes to Tenant’s Plans shall be deemed approved within 2 business days subject to Landlord’s approval. For each Tenant submission to the applicable governmental authorities, Tenant agrees it shall pay any reasonable fees which may be stipulated by such authorities for the expediting of Landlordthe processing of Tenant’s Building Permits. Upon Tenant’s receipt of Tenant’s Building Permits, Tenant shall immediately deliver each of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order following to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as followsLandlord: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (a) two (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In sets of the event final plans for Tenant’s Work as approved by the applicable governmental authorities (“Tenant’s Approved Plans”); (b) a copy of Tenant’s Building Permit; and (c) executed copies of policies of insurance or certificates thereof (as required under Article 14). Notwithstanding Landlord’s architect’s or engineers’ review and approval of Tenant’s plans is withheld Plans, neither Landlord, nor its agents, servants or conditioned, Landlord employees shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) any liability in any respect to any plan re-submission by Tenant within 8 business days after Landlordinadequacies, deficiencies, errors or omissions in Tenant’s receipt thereof. Such process shall be followed until Plans or the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design failure of Tenant’s plans (including, without limitation, compliance Plans to comply with applicable law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Prior to making any Alterations (other than Decorative Alterations), Tenant, at its expense, shall be solely responsible (i) submit to Landlord for the preparation of the final architecturalits approval, electrical and mechanical construction drawings, detailed plans and specifications (called “plans”"Plans") necessary of each proposed Alteration, and with respect to any Alteration affecting any Building System, evidence that the Alteration has been designed by, or reviewed and approved by, Landlord's designated engineer for the affected Building System, (ii) obtain all permits, approvals and certificates required by any Governmental Authorities, (iii) furnish to Landlord duplicate original policies or certificates of worker's compensation (covering all persons to be employed by Tenant, and Tenant's contractors and subcontractors in connection with such Alteration), commercial general liability (including property damage coverage) and business auto insurance and Builder's Risk coverage (as described in Article 11) all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord's Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably satisfactory evidence of Tenant's ability to complete and to fully pay for such Alterations (excluding Decorative Alterations and Permitted Minor Non-Structural Alterations). Tenant shall give Landlord not less than 5 Business Days notice prior to construct the Premises for Tenant’s occupancyperforming any Decorative Alteration or Permitted Minor Non-Structural Alteration, which plans notice shall be subject to approval by Landlord’s architect and engineers and contain a description of such Decorative Alteration or Permitted Minor Non-Structural Alteration. Landlord shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function have 10 Business Days after receipt of the balance Plans within which to approve or disapprove of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans Plans for any purpose whatsoever proposed Alterations (other than that Landlord does not object thereto under this Lease. Landlord’s architects Decorative Alterations and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofPermitted Minor Non-Structural Alterations). If Landlord fails to respond to any such submission timely approve or disapprove the Plans within such 8 business day period, which failure continues for more than 2 business days after 10 Business Day period and Tenant gives a second written request therefor to Landlord, then if Landlord a does not specifically disapprove of the Plans within five Business Days after Landlord's receipt of such second written notice (request, the “Deemed Approved Notice”) advising Landlord that such plan submission second request shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant a. Landlord’s Work shall be solely responsible for completed in accordance with Plans and Specifications as described in the Lease. A conceptual plan with a basic layout is attached to this Schedule B-2 and is incorporated herein by reference. While subject to likely further revision by the parties, such preliminary plan presently serves as a basic layout acceptable to the parties. The cost associated with the preparation of the final architecturalPlans and Specifications for the Building shell, electrical geotechnical investigations and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which site plans shall be subject deemed a part of the Base Building and Landlord’s Fixed Cost, all other design expenses shall be deemed a part of the Fitout Cost. Any further expenses associated with modifications to approval the Plans and Specifications to allow consistency with the Fitout Cost as described in the Lease, including the contract price for the Landlord’s Work as agreed by Landlord’s architect contractor, Concept Construction of North Florida, Inc. dba Theory Construction (“Landlord’s Contractor”), and engineers compliance with Legal Requirements and Nondiscretionary Change Orders, shall comply with their reasonable requirements also be deemed a part of the Fitout Xxxx.Xx to avoid aesthetic or other conflicts any clean rooms included in the Plans, Landlord agrees that Tenant may request to have Xxxxxxx Xxxxxx provide construction services for such portion of the Premises, subject to agreement of Landlord and Tenant, and with the design understanding that Landlord may require a performance and function payment bond from Xxxxxxx Xxxxxx, the cost of which shall be subtracted from the Fitout Allowance. b. Within fifteen (15) days following Landlord’s submittal of the balance final Plans and Specifications to Tenant for review, Tenant shall provide written notice to Landlord of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon LandlordTenant’s approval of the Plans and Specifications, or of any objections that Tenant may have to the Plans and Specifications, stated in sufficient detail so as to allow necessary modification by Landlord. Once accepted by Tenant and Landlord in final form, the Plans and Specifications may be modified only with Landlord’s and Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or conditionapproval, and Tenant shall promptly be liable for any additional costs incurred as a result of any such change unless such change was requested by, or due to acts or omissions of, Landlord. Should Tenant fail within the time period specified in this Section to either (i) approve the Plans and Specifications to Landlord or (ii) make any reasonable modifications to same and resubmit to Landlord as so specified, then such failure shall be construed as an acceptance of the Plans and Specifications. c. In conjunction with Landlord’s review of the Plans and Specifications, Landlord shall advise Tenant of any special material, finish or fixture requested by Tenant that will result in a delay in Landlord’s construction schedule beyond the Anticipated Commencement Date. In such event, Tenant shall either modify its specifications so as not to delay construction or be deemed to have accepted responsibility for any resulting delay. Prior to final approval of the plans revised by its architect Plans and Specification, the parties shall cooperate to incorporate all reasonable objections identify any potential cost-saving measures, which may include alternative materials, equipment or fixturing; provided that if such alternatives are expected to delay completion of the Project, any such delays shall extend the Commencement Date, Anticipated Commencement Date and conditions presented Outside Commencement Date hereunder. The foregoing efforts by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (includinginclude, without limitation, compliance with lawspecial attention to the methods and materials proposed for concrete sub-flooring as necessary or appropriate to allow installation of flooring materials per the Plans and Specifications or as otherwise determined by Landlord and Tenant upon evaluation of costs and time factors. d. The parties acknowledge that based upon current market conditions, functionality there may be unavailability of designcertain supplies, materials or equipment. Landlord shall undertake to obtain such supplies, materials or equipment as may be specified in the structural integrity Plans and Specifications. However, in the event that such requested supplies, materials or equipment either (i) materially increase the cost of the design, the configuration Base Building or (ii) result in a delay in completion of the Premises and Project, then Landlord shall present reasonable substitutes so as to minimize any cost overruns or delays in the placement of Completion Date. In the event that Tenant shall not approve such substitutes, then any cost increase shall be deemed a Tenant expense, increasing Tenant’s furniture, appliances Contribution and equipment), and Landlord’s approval of any delay resulting from the delays in receiving Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it preferred supplies, materials or equipment shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerdeemed a Tenant Delay hereunder.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant Landlord, shall cause to be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval prepared by Landlord’s architect and/or Landlord’s engineer the following, to the extent required or reasonably necessary as determined by Landlord: (a) Schematic partition plans and engineers layout based on Tenant’s requirements. (b) Architectural drawings and specifications for Tenant’s partition layout, reflected ceiling and other installations for the work to be done by Landlord under Paragraph 3 hereof, which shall comply be prepared by the architect noted above. (c) Construction drawings and specifications where necessary for installation of heating and air conditioning, electrical, plumbing, fire protection and security systems and other drawings necessary to define the scope of work to be done by Landlord under Paragraph 3 hereof, which shall be prepared by Landlord’s engineer. (d) Any subsequent modifications to the drawings and specifications requested by Tenant which are consistent with their reasonable requirements and conform to avoid aesthetic or other conflicts with the design and function of the balance of the BuildingPricing Plan (as defined below). All such working drawings plans and/or specifications are expressly subject to Landlord’s approval and shall conform to the pricing plan, which plan has been approved by Landlord and Tenant and attached hereto as, or is solely given otherwise described in, Schedule B-1 (said approved pricing plan is herein referred to as the “Pricing Plan”). Such working drawings, plans and/or specifications as shall have been approved by Landlord and Tenant, together with any modifications thereto which have been approved for construction by Landlord and Tenant, are herein referred to as the benefit of Landlord“Plans”, and neither the scope of work described and shown in the approved Plans is herein referred to as the “Work”. Landlord shall cause proposed plans to be prepared based on the Pricing Plan, and shall submit the proposed plans to Tenant nor for approval. Tenant shall provide any third party shall have comments to Landlord on the right to rely upon Landlord’s approval of Tenant’s proposed plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond within five (with approval or disapproval5) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt delivery of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order proposed plans to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the provide any comments to Landlord on any revised plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond within five (with approval or disapproval5) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process delivery of any revised plans to Tenant; Tenant’s comments on such proposed plans shall be followed until limited to requests to correct items in the proposed plans which are materially inconsistent with the Pricing Plan. Landlord and Tenant shall have been each use their respective diligent, good faith efforts to cause the final Plans to be approved by for construction on or before November 15, 2005. Tenant shall accept possession of the Premises when Landlord’s construction, as provided in Paragraph 3 hereof, is substantially completed and Landlord shall use reasonable efforts to cause the completion of any punchlist items within thirty (30) days. In the event of any dispute as to when the Premises is substantially complete (as that term is used in Section 2 of the Lease), the determination of Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of final and binding upon the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space plannerparties.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for Within twenty (20) Business Days prior to the preparation planned commencement of construction of the final architecturalUnimproved Space, electrical Subtenant shall prepare and mechanical submit to Sublandlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed and for Master Landlord’s approval, construction drawings, plans and specifications (called “plans”) necessary for Tenant all improvements to construct the Premises for Tenant’s occupancyUnimproved Space to be constructed by Subtenant, which plans shall be subject including but not limited to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic any proposed demolition or other conflicts with the design and function modification of the balance of existing improvements in the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereofUnimproved Space. If Landlord Sublandlord fails to respond to Subtenant’s request for approval of such construction drawings, plans and specifications within fifteen (15) days of receipt and such delay is not attributable to any such submission within such 8 business day perioddelay by Master Landlord in granting its own approval, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission Sublandlord shall be deemed to have approved within 2 business days such construction drawings, plans and specifications. Such construction drawings, plans and specifications, once approved by Sublandlord and Master Landlord, are referred to herein and throughout this Sublease as the “Plans and Specifications”. The Plans and Specifications shall be prepared and submitted in accordance with the requirements of Landlord’s receipt Exhibit C-I and Exhibit C-2 of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or conditionMaster Lease. Without limiting the generality of the foregoing, Tenant the Plans and Specifications shall be responsible for all elements of show the design of Tenant’s plans following details: partition layout (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipmentdimensioned), door location and door schedule, reflected ceiling plans, electrical outlets with locations dimensioned, occupancy requirements by room or space, drawings, sections, details and specifications for special equipment and fixtures, dimensioned locations of all floor loads beyond 60 lbs. per square foot (including partition load), carpentry and millwork, color schedule of all finish items, floor coverings, wall coverings, other special finishes, requirements for special air conditioning, plumbing and electrical needs, and specifications of all specialty systems or equipment to be installed in the Subleased Premises. Subtenant shall not make any material modification to the Plans and Specifications without first submitting the proposed modification to Sub landlord and Master Landlord and obtaining Sublandlord’s written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, and obtaining Master Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Tenant agrees it shall be solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related written consent thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.

Plans and Specifications. Tenant shall be solely responsible for the preparation of the final architectural, electrical and mechanical construction drawings, plans and specifications (called collectively, “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to the reasonable approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Leasewhatsoever. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business ten (10) days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or condition, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the plans necessary for such construction at Tenant’s cost. Whether or not the layout and plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees it shall be to remain solely responsible for the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 Article 4 shall include an interior designer or space planner.) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.)

Plans and Specifications. The term "Plans and Specifications" shall ------------------------ mean the working drawings and specifications for the construction of the Layout Work in the Demised Premises, which working drawings and specifications will be prepared as set forth below. The Plans and Specifications shall include, without limitation, complete, detailed architectural drawings and specifications for Tenant's partition layout, reflected ceiling and other installations, and complete mechanical and electrical plans and specifications for installation of supplemental air conditioning systems, fire protection and electrical systems. Tenant, at Tenant's sole cost and expense (subject to the reimbursement obligation of Landlord hereinafter set forth), shall cause the proposed Plans and Specifications to be prepared by Tenant's architect and/or designer. All such proposed Plans and Specifications are expressly subject to Landlord's approval and shall comply with all applicable laws, rules and regulations. Tenant covenants and agrees to cause the proposed Plans and Specifications to be delivered to Landlord on or before October 15, 1999, and, upon approval by Landlord, Landlord will cause said plans to be filed, at Tenant's sole cost and expense, with the appropriate governmental agencies in such form (building notice, alteration or other form) as Landlord may direct. In the event of any disapproval by Landlord of the proposed Plans and Specifications, Tenant shall, within fifteen (15) days, have the same revised and resubmitted to Landlord for Landlord's approval. The proposed Plans and Specifications which have been approved by Landlord are referred to as the Plans and Specifications. Within thirty (30) days after the date upon which the Plans and Specifications were approved by Landlord, Tenant shall be solely responsible submit to Landlord a detailed statement including paid invoices showing the amounts paid by Tenant for the preparation of the final architectural, electrical Plans and mechanical construction drawings, plans and specifications (called “plans”) necessary for Tenant to construct the Premises for Tenant’s occupancy, which plans shall be subject to approval by Landlord’s architect and engineers and shall comply with their reasonable requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Landlord’s approval is solely given for the benefit of LandlordSpecifications, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever other than that Landlord does not object thereto under this Lease. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan submission by Tenant within 8 business days after Landlord’s receipt thereof. If Landlord fails to respond to any such submission within such 8 business day period, which failure continues for more than 2 business days after Tenant gives Landlord a written notice (the “Deemed Approved Notice”) advising Landlord that such plan submission shall be deemed approved within 2 business days of Landlord’s receipt of the Deemed Approved Notice, then such plan submission shall be deemed approved hereunder. The Deemed Approved Notice shall, in order to be effective, contain on the first page thereof, in a font at least twice as large as the font of any other text contained in such notice, a legend substantially as follows: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE LANDLORD’S APPROVAL OF SUBMITTED PLANS.” In the event Landlord’s architect’s or engineers’ approval of Tenant’s plans is withheld or conditioned, Landlord shall send prompt written notification thereof pay to Tenant and include a reasonably detailed statement identifying the reasons for amounts shown by such refusal or conditionstatement, and Tenant shall promptly have the plans revised by its architect to incorporate all reasonable objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord’s architects and engineers shall respond (with approval or disapproval) to any plan re-submission by Tenant within 8 business days after Landlord’s receipt thereof. Such process shall be followed until the plans shall have been approved by Landlord’s architect and engineers without unreasonable objection or condition. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall but in no event relieve shall Landlord be obligated to pay Tenant an amount in excess of $1.00 multiplied by the Rentable Floor Area of the responsibility for such design. Tenant agrees it shall be solely responsible for Demised Premises (the timely preparation and submission of all such plans and for all elements of the design of such plans and for all costs related thereto. (The word “architect” as used in this Section 3.2 shall include an interior designer or space planner"Design Allowance").) Tenant shall reimburse Landlord Landlord’s reasonable out-of-pocket expense incurred in connection with the review of Tenant’s plans.