Common use of Preparation of Final Plans Clause in Contracts

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Plans, the Architect will prepare complete architectural plans and complete, fully-engineered construction drawings and specifications for all of Landlord’s Work, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Plans will show: (i) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (ii) all internal and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and (iii) all other specifications for Landlord’s Work. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the Preliminary Plans. Landlord agrees to advise Tenant in writing of any disapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.

Preparation of Final Plans. Attached hereto as Schedule 2 is are a preliminary floor plan and outline specification specifications (“the “Preliminary Plans”)) and an initial cost estimate, which have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Plans, the Architect will prepare complete architectural plans and complete, fully-engineered construction drawings and specifications for all of Landlord’s Work, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Plans will show: (i) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (ii) all internal and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and (iii) all other specifications for Landlord’s Work. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided its confirmation that the Final Plans are substantially in accordance with the Preliminary Plans. Landlord agrees to advise Tenant in writing of any disapproval of the Final Plans within five three (53) business days of receipt thereof. If , specifying its reason(s) for disapproval and the bases therefor, provided, however, Landlord does shall not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlordunreasonably withhold approval. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s its approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Buildout Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) and Amortized Allowance, as applicable (defined below) (“Excess Costs”). The cost of Landlord’s Work shall include a construction management fee to Landlord equal to three percent (3%) of the construction costs for Landlord’s Work, including all hard and softs costs (the “Construction Management Fee”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Buildout Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Buildout Cost Summary, the Excess Buildout Cost Summary shall be deemed approved by Tenant. If the revised Excess Buildout Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Buildout Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Buildout Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Buildout Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Buildout Cost Summary, the Excess Buildout Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Buildout Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Based on the approved Space Plans, and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In in accordance with the Work Schedule and the Preliminary PlansSchedule, the Architect Tenant’s architect will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of Landlord’s Workthe Tenant Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). Provided the services of Landlord’s mechanical, electrical, plumbing and fire-life safety engineers (the “Core Systems Engineers”) are available at competitive market rates and meet the required Work Schedule, Tenant shall use only the Core Systems Engineers for the preparation of their respective components of the Final Plans. The Final Plans will show: show (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for signature to confirm that they are consistent with the Space Plans which Landlord shall approve or disapprove in writing within five (5) business days after Landlord’s approval thereof which shall not be unreasonably withheld provided that receipt of same. If Landlord reasonably disapproves any aspect of the Final Plans are substantially in accordance based on any inconsistency with the Preliminary Space Plans. , Landlord agrees to advise Tenant in writing of any such disapproval of the Final Plans within five (5) business days of receipt thereofand the reasons therefor. If In the event Landlord does not respond in writing within fails to approve or disapprove the Final Plans during such five business 5-day period, the Final Plans as presented Landlord shall be deemed to have approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans. Within five (5) business days, Tenant will then cause the Architect Tenant’s architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Space Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.

Preparation of Final Plans. Attached hereto Landlord shall furnish or perform at Landlord's sole cost and expense those items of construction and those improvements ("Building Shell") set forth as Schedule 2 is a preliminary floor plan the building shell specifications (the "Standard Specifications") in Exhibit 1 attached hereto. Landlord shall also furnish or perform at Tenant's sole cost and outline specification expense those items of construction and those improvements (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant"Tenant Improvements") set forth as the tenant improvements specifications (the "Tenant Improvement Specifications") in Exhibit 1 attached hereto. In accordance with the Work Schedule (The Building Shell and the Preliminary PlansTenant Improvements are herein collectively called the "Work", and the Architect will prepare complete architectural plans Standard Specifications and completethe Tenant Improvement Specifications are herein collectively called the "Specifications".) Subject to the provisions of this Addendum, fully-engineered construction drawings and specifications for all of Landlord’s Work, including mechanical, electrical, plumbing and structural elements Landlord shall achieve Substantial Completion (collectively the “Final Plans”). The Final Plans will show: (i) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (ii) all internal and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and (iii) all other specifications for Landlord’s Work. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the Preliminary Plans. Landlord agrees to advise Tenant in writing of any disapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approvaldefined below) of the Final PlansWork no later than February 28, 1997. Landlord shall provide Tenant with a written summary final working drawings and specifications for the Work (the “Excess Cost Summary”"Final Plans") which are consistent with the Specifications. The Work shall include, without limitation, approximately 384,750 square feet of first floor space, 24,300 square feet of mezzanine office space, and 7,584 square feet of powder mezzanine space, as shown on Exhibit 3 attached hereto. Tenant shall respond promptly to any inquiries by Landlord during the development of the Final Plans and, to the extent requested by Landlord, shall cooperate with Landlord and Landlord's architect in developing the Final Plans. When Landlord requests Tenant to specify details or layouts, Tenant shall promptly specify same as reasonably required by Landlord so as not to delay completion of the Final Plans or the Work. Any delay in the completion of the Final Plans or the Work caused by any Tenant failure to respond promptly to Landlord's requests shall be an Excusable Delay (as hereinafter defined). In addition, Tenant shall pay to Landlord upon demand all increased costs incurred by Landlord in completing the Final Plans to the extent such costs are reasonably attributable to any such Tenant caused delays. Landlord shall give Tenant an allowance of $5,851,773 (the "Allowance") to be applied towards the costs of the Tenant Improvements. If the costs of the Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs, and Tenant shall deposit with Landlord the amount of such excess costs as reasonably estimated by Landlord prior to the date Landlord commences construction of the Work and, if there are any subsequent increases in Landlord's estimate of such excess costs, from time to time thereafter. If the costs of the Tenant Improvements are less than the Allowance, such excess Allowance shall be applied towards the Base Rent due under the Lease in an amount each year equal to 10.5% times the amount of the excess Allowance until the total amount of the excess has been applied; provided, however, in no event shall the Allowance be used for moving or installing Tenant's equipment. For purposes of this Addendum, the Tenant Improvements shall be deemed to include the design for the Tenant Improvements and any costs incurred as the result of a modification, required by the project engineer, in the design or construction of the building slab from the design or construction requirements therefor set forth in the Standard Specifications, provided Tenant has been given prior written notice of such modification. Tenant shall cause to be paid to Landlord $156,000 which is being held in escrow for landscape improvements from when Tenant purchased the Premises, which funds shall be used by Landlord to defray the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costslandscape improvements.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Plans, the Architect ’s architect will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of Landlord’s Workthe Tenant Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Plans will show: show (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellRetail Area shell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided signature to confirm that no Design Problem or deviation from the Standards exists. If Landlord reasonably disapproves any aspect of the Final Plans are substantially in accordance with because a Design Problem or deviation from the Preliminary Plans. Standards exists, Landlord agrees to advise Tenant in writing of any such disapproval of and the Final Plans within five (5) business days of receipt thereofreasons why a Design Problem or deviation from the Standards exists. If Landlord does not respond in writing within such five business day period, To the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve extent a Design Problem or deviation from the Final PlansStandards exists, Tenant will then cause the Architect Tenant’s architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make eliminate the Final Plans substantially consistent Design Problem or deviation from the Standards. Concurrently with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess will identify those portions of the Tenant Improvement Allowance Improvements that are Specialty Improvements (defined below) (“Excess Costs”as hereinafter defined). , if any, that Landlord will require Tenant agrees to advise Landlord in writing of any disapproval remove upon the expiration or earlier termination of the Excess Cost SummaryLease, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval shall remove such portions of the Excess Cost Summary, Tenant Improvements upon the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation expiration or earlier termination of the reason(sLease subject to and only to the extent required by the terms and conditions of the Lease. “Specialty Improvements” means any alterations or improvements other than normal and customary general office improvements typically installed in a retail bank branch. Notwithstanding the foregoing, “Specialty Improvements” (i) for such disapproval concurrently with its disapprovalshall not include conference rooms or training space and (ii) shall include (a) any alterations or improvements which affect the base Building, (b) any fitness facility in the Premises, (c) any kitchens, showers, restrooms, washrooms or similar facilities in the Premises that are not part of the base Building, and (d) any private/internal stairways in the Excess Cost Summary, as appropriate, Premises. Landlord shall be promptly revised and resubmitted not unreasonably withhold its approval with respect to what Specialty Improvements Landlord may require Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, remove at the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval expiration of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsLease.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan The Final Plans, including complete specifications and outline specification (“the “Preliminary Plans”)working drawings, which have been approved but excluding mechanical, electrical and plumbing plans, will be prepared by both Landlord and Tenant. In accordance with the Work Schedule its architect at Landlord's sole cost and the Preliminary Plans, the Architect will prepare complete architectural plans expense and complete, fully-engineered construction drawings and specifications for all of Landlord’s Work, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Plans will show: (i) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (ii) all internal and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and (iii) all other specifications for Landlord’s Work. The Final Plans will shall be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance consistent with the Preliminary Plans. When the Final Plans are complete, they shall be delivered to Tenant for its approval, which approval shall not be unreasonably withheld. Landlord agrees shall deliver its proposed Final Plans to advise Tenant in writing no later than fifteen (15) days after the date of any disapproval this Lease. Tenant shall have a period of ten (10) days following receipt of the Final Plans within five (5) business days of receipt thereofwhich to object in writing to any matters contained therein. If Landlord does not respond in writing no objections are made within such five business ten (10) day period, the Final Plans as presented shall be deemed to have been approved by Landlordin all respects. If Landlord in its reasonable discretion does not approve Tenant timely delivers valid objections to the Final proposed Plans, Tenant will then cause the Architect those objections that (i) are merely made to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as require changes necessary to make the Final Plans substantially consistent with the Preliminary Plans, or (ii) do not materially increase the overall cost of constructing the Premises, including without limitation, engineering fees and architectural fees, and do not delay the completion of the Building beyond the "Completion Date" (as defined below), shall be deemed acceptable and shall be incorporated into the Final Plans. Within ten If the objections do increase the cost beyond the amounts specified above or delay the completion beyond the Completion Date, they shall be deemed acceptable and incorporated into the Final Plans if Tenant has agreed to pay such increased costs and/or has agreed to extend the expected Completion Date for a reasonable period. Any other objections made by Tenant shall be deemed unacceptable to Landlord, and in response thereto, Landlord may either (10i) business after five (5) days notice to Tenant granting Tenant an opportunity to withdraw the objections, terminate this Lease, whereupon neither party shall have any further duty or obligation hereunder, or (ii) waive its right to terminate this Lease and proceed with the construction of Landlord’s approval (or deemed approval) of the Premises in accordance with the Final Plans as modified to reflect Tenant's objections. If this Lease is not terminated as provided above, the Final Plans, as modified per Tenant's objections, shall be incorporated herein and, if feasible, attached hereto as an Exhibit. In the event Landlord terminates this Lease pursuant to its right to terminate the Lease set forth in this Section 3 above, then Tenant shall provide Tenant with a written summary pay landlord one- half (the “Excess Cost Summary”1/2) of the cost reasonable out of pocket costs actually paid by Landlord in connection with the preparation of the Landlord’s Work, based on Preliminary Plans and Final Plans in which event the non-exclusive right to utilize the Preliminary Plans and Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary Plans shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by granted to Tenant pursuant to this paragraph, Tenant shall provide to Landlord and a written explanation complete set of the reason(s) for such disapproval concurrently with its disapproval, all Preliminary Plans and the Excess Cost Summary, as appropriate, Final Plans shall be promptly revised and resubmitted provided to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“Based on the “approved Preliminary Plans”)Space Plan, which have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Plans, the Architect Xxxxxx's architect will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of Landlord’s Workthe Tenant Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). The Final Plans will show: show (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the delivery requirements of Section 30.1 of the Lease and via email for signature to confirm that they are consistent with the Preliminary PlansSpace Plan. Landlord agrees shall respond to advise Tenant in writing Xxxxxx's submittal of any disapproval of the Final Plans within five seven (57) business days of Landlord's receipt thereof, such approval not to be unreasonably withheld, conditioned or delayed. If In the event Tenant submits the Final Plans to Landlord does not in accordance with the delivery requirements set forth in this Section 4(b) and Landlord fails to respond in writing within such five seven (7) business day period, then the Final Plans as presented submitted plans and specifications shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve reasonably disapproves any aspect of the Final PlansPlans based on any inconsistency with the Preliminary Space Plan, Landlord agrees to advise Tenant in writing 1131701.06/SF372493-00050/1-31-20/pwn/pwn B-1 of such disapproval and the reasons therefor within such seven (7) business day period. Tenant will then cause the Architect Xxxxxx's architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Space Plan. Tenant shall resubmit the Final Plans to Landlord in accordance with the delivery requirements of Section 30.1 of the Lease and via email, and Landlord shall respond to Xxxxxx's resubmitted Final Plans (and to any subsequent resubmittal of Final Plans. Within ten ) within three (103) business days of Landlord’s 's receipt thereof, such approval (not to be unreasonably withheld, conditioned or deemed approval) of delayed. In the event Tenant resubmits the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees Plans to advise Landlord in writing of any disapproval of accordance with the Excess Cost Summary, delivery requirements set forth in this Section 4(b) and the reasons therefor Landlord fails to respond within five such three (53) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of day period, then the Excess Cost Summary, the Excess Cost Summary resubmitted plans and specifications shall be deemed approved by TenantLandlord. If Landlord again disapproves such revised Final Plans, or any portion thereof, Landlord shall notify Tenant in writing of such disapproval, the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) reason for such disapproval concurrently with its disapproval, and of the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted reasonable revisions which Landlord requires in order to Tenant for obtain Landlord's approval. If Tenant fails The process shall repeat until such time as Landlord has approved or is deemed to provide a written explanation as and when required by this paragraph, have approved the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the further revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsFinal Plans.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Promptly following the approval of the Space -------------------------- Plan, based on the Space Plan and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In in accordance with the Work Schedule Schedule, an architect and the Preliminary Plans, the Architect engineers selected by Landlord ("Landlord's Architect') and ("Landlord's Engineers," respectively) will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and Landlord's Engineers will prepare complete engineered mechanical, structural and electrical working drawing for all of Landlord’s Workthe Tenant Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). Concurrently with Tenant's approval of the Space Plan, Tenant shall deliver all necessary programming information and technical requirements for the Premises to Landlord's Architect. Within ten (10) days after Tenant's approval of the Space Plan, Tenant shall deliver all additional programming information requested by Landlord's Architect. Failure to deliver all requested information in sufficient detail within the time periods described above to allow completion of the Final Plans as determined by Landlord's Architect shall constitute a Tenant Delay as defined in Paragraph 8 of this Work Letter Agreement. The Final Plans will show: will: (i) show the subdivision division (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; ; (ii) all internal include locations and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and complete dimensions; (iii) be compatible with the shells of the Buildings and with the design, construction and equipment of the Buildings; (iv) be comprised of the building standards set forth in the written description thereof that will be delivered to Tenant (the "Building Standards"), or be compatible with and of at least equal quality as the Building Standards; (v) comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; (vi) not require Building service beyond the level normally provided to other tenants in the Buildings and will not overload and floors of any of the Building; (vii) be of a nature and quality consistent with the overall objectives of Landlord for the Buildings, as determined by Landlord in its reasonable discretion; and (viii) include all other specifications for Landlord’s Work. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the Preliminary Plans. Landlord agrees to advise Tenant in writing of any disapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”)Improvements. Tenant agrees to advise Landlord in writing EXHIBIT "C" ----------- Page 2 of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.8 Pages

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Based on the approved Space Plans, and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In in accordance with the Work Schedule and the Preliminary PlansSchedule, Tenant shall cause the Architect will to prepare and submit to Landlord for its approval complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural, electrical and plumbing working drawings for all of Landlord’s Workthe Tenant Improvements for the Building (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). The Final Plans will show: (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the PremisesBuilding; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduit or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for the Tenant Improvements. If Tenant does not elect to use Landlord’s Work. The Final Plans will be submitted engineer in connection with the preparation of the mechanical, structural, electrical and plumbing working drawings, Tenant shall select an engineer reasonably satisfactory to Landlord for and shall cause its engineer to coordinate with Landlord’s approval thereof which shall not be unreasonably withheld provided engineer in order to assure that the Final Plans are substantially in accordance do not conflict with any Building structural, mechanical, electrical, plumbing or other systems. If Landlord disapproves any aspect of the Preliminary Final Plans. , Landlord agrees to shall advise Tenant in writing of any such disapproval of and the Final Plans reasons therefor within five (5) business days of receipt thereofthe time frame set forth in the Work Schedule. If Landlord does not respond in writing within such five business day period, In accordance with the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final PlansWork Schedule, Tenant will shall then cause the Architect to redesign the Final Plans Plans, incorporating the revisions reasonably requested by Landlord, and resubmit the same to Landlord so as to make for approval. The above process will be repeated until the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed are approved by Landlord and Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Based on the approved Space Plans, Tenant -------------------------- will cause its Space Planner to prepare complete architectural plans, drawings and outline specification specifications and complete engineered mechanical, plumbing, structural (“if required) and electrical working drawings for all of the “Preliminary Tenant Improvements for the Premises (collectively, the "Final Plans”"), which have been approved by both Landlord . The Tenant shall also cause the Space Planner to use building standard materials and Tenant. In details for building spaces in accordance with the "Components of Standard Tenant Finish for General Office Purposes" attached hereto as Exhibit G and shall also use at Tenant's cost --------- Landlord's engineers and consultants for preparation of such working drawing, provided such costs are commercially reasonable. The Final Plans are to be completed on or before the outside date for completion of the Final Plans set forth in the Work Schedule and the Preliminary Plans, the Architect will prepare complete architectural plans and complete, fully-engineered construction drawings and specifications for all of Landlord’s Work, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”)Schedule. The Final Plans will show: (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; , (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided signature to confirm that they are consistent with the Space Plans. If Landlord reasonably disapproves any aspect of the Final Plans are substantially in accordance based on any inconsistency with the Preliminary Space Plans. , Landlord agrees to advise Tenant in writing of such disapproval and the reasons therefor within the time frame set forth in the Work Schedule. In addition, if Tenant requests, Landlord will identify any disapproval Tenant Improvements which Landlord will require removed upon termination of the Final Plans within five (5) business days of receipt thereofLease. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then have until the outside date specified in the Work Schedule to cause the Architect Space Planner to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so or to adjust the Plans based upon requested removal items as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Space Plans and to obtain Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written 's final approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsSpace Plans.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Promptly following the approval -------------------------- of the Space Plan, based on the Space Plan and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In in accordance with the Work Schedule Schedule, an architect and the Preliminary Plans, the Architect engineers selected by Landlord ("Landlord's Architect" and "Landlord's Engineers," respectively) will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawing for all of Landlord’s Workthe Tenant Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). Concurrently with Tenant's approval of the Space Plan, Tenant shall deliver all necessary programming information and technical requirements for the Expansion Space to Landlord's Architect. Within ten (10) days after Tenant's approval of the Space Plan, Tenant shall deliver all additional programming information requested by Landlord's Architect. Failure to deliver all requested information in sufficient detail within the time periods described above to allow completion of the Final Plans as determined by Landlord's Architect shall constitute a Tenant Delay as defined in Paragraph 8 of this Work Letter Agreement. The Final Plans will show: will: (i) show the subdivision division (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; Expansion Space; (ii) all internal include locations and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and complete dimensions; (iii) be compatible with the shells of the Building and with the design, construction and equipment of the Building; (iv) be comprised of the building standards set forth in the written description thereof that will be delivered to Tenant (the "Building Standards"), or be compatible with and of at least equal quality as the Building Standards; (v) comply with all applicable laws, ordinances, rules and regulations of all governmental authorities having jurisdiction, and all applicable insurance regulations; (vi) not require Building service beyond the level normally provided to other tenants in the Buildings and will not overload and floors of any of the Building; (vii) be of a nature and quality consistent with the overall objectives of Landlord for the Building, as determined by Landlord in its reasonable discretion; and (viii) include all other specifications for Landlord’s Work. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the Preliminary Plans. Landlord agrees to advise Expansion Space Tenant in writing of any disapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsImprovements.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary PlansSchedule, the -------------------------- Architect will prepare complete architectural plans and complete, fully-fully- engineered construction drawings and specifications for all of Landlord’s 's Work, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). The Final Plans will show: (i) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (ii) all internal and external communications and utility facilities which will require the installation of conduits or other improvements from the base Building shell; and (iii) all other specifications for Landlord’s 's Work. The Final Plans will be submitted to Landlord for Landlord’s 's approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the Preliminary Plansand to Tenant for Tenant's approval. Landlord agrees The parties agree to advise Tenant each other in writing of any disapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord either party in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Architect to will redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plansrequested. Within ten (10) business days of Landlord’s approval (or deemed approval) submission of the Final Plans, Landlord shall provide Tenant with a written summary (the “"Excess Cost Summary”") of the cost of the Landlord’s 's Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“"Excess Costs”"). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s 's written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s 's approval of the Excess Cost Summary shall constitute Tenant’s 's agreement to pay Landlord the Excess Costs.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“the “Preliminary Plans”), which Lessee shall have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Plans, the Architect will prepare prepared complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineering, mechanical, structural and electrical working drawings for all of Landlord’s Workthe Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). The Final Plans will show: , showing: (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shell, existing systems or equipment and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Improvements. Lessor and Lessee shall make all reasonable efforts to reduce the costs of the Improvements to less than the Tenant Improvement Account described in Subparagraph 3.1, below. Lessee may select different materials of equal or greater value in place of Lessor's standard building materials provided such selection is indicated on the Final Plans. The Final Plans will shall be submitted to Landlord Lessor for Landlord’s approval thereof which shall not be unreasonably withheld provided that Lessor's reasonable approval. The cost of preparing or revising the Final Plans are substantially Plans, after Lessor's approval of such Final Plans, shall be included in accordance with the Preliminary cost of Improvements. Within two (2) business days after delivery of the Final Plans. Landlord agrees , Lessor shall deliver notice to advise Tenant in writing Lessee of any approval or reasonable disapproval of the Final Plans Plans. The failure of Lessor to deliver notice of disapproval within two (2) business days shall be deemed to be a Lessor Delay. The failure of Lessor to deliver notice of disapproval within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlordto be Lessor's approval. If Landlord in its reasonable discretion does not approve the Lessor reasonably disapproves of any portion of such Final Plans, Tenant will then cause Lessor shall specify the Architect to redesign reason for its disapproval, and the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten parties shall meet within two (102) business days of Landlord’s approval (or deemed approval) Lessor's delivery of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) notice of the cost of the Landlord’s Work, based Lessor's disapproval in order to reach agreement on the Final Plans, that is in excess . The failure of the Tenant Improvement Allowance Lessor to meet with Lessee within two (defined below2) (“Excess Costs”)business days shall be deemed to be a Lessor Delay. Tenant agrees The failure of Lessor to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor meet with Lessee within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for Lessor's approval. If Tenant fails Based upon such agreement, Lessee shall cause the Space Planner to provide a written explanation as and when redesign the Final Plans, incorporating those reasonable revisions required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsLessor.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Based on the approved Space Plans, and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In in accordance with the Work Schedule and the Preliminary PlansSchedule, the Tenant's Architect will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of Landlord’s the Tenant Improvements for the Premises (collectively, the "Final Plans"); it being understood and agreed that Landlord shall have the right (but not the obligation) to "actively participate" in the development of the Final Plans and the performance of the Tenant Improvement Work, including mechanicalincluding, electricalwithout limitation, plumbing being invited to attend, observe and structural elements (collectively make recommendations in all work meetings and having the “right to review and approve all reasonable plans, drawings, specifications and other documents prepared in connection with the Tenant Improvements including, without limitation, the Final Plans”). The Final Plans will show: (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the Preliminary Plans's approval. If Landlord agrees to advise Tenant in writing of disapproves any disapproval aspect of the Final Plans within five (5) business days of receipt thereof. If and Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plansso notifies Tenant, Tenant will then cause the Architect submit to Landlord for Landlord's approval a redesign of the Final Plans incorporating the revisions reasonably requested required by Landlord so as to make Landlord. This process shall continue until the Final Plans substantially consistent with the Preliminary Planshave been approved by Landlord. Within ten (10) business days The design of Landlord’s approval (or deemed approval) any work affecting any of the Final PlansFacility systems must be approved by Landlord's consultants who are at such time responsible for maintaining any such system. Notwithstanding anything to the contrary contained herein, Landlord shall provide not require Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, to modify its proposed finish or decorating work specifications provided that is in excess of Tenant's specifications and the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord Work reflected therein conform with the requirements herein and in writing the Lease set forth and are compatible with and are of any disapproval of at least equal quality as the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed standards approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsLandlord.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan Based on the approved Space Plans, and outline specification (“the “Preliminary Plans”), which have been approved by both Landlord and Tenant. In in accordance with the Work Schedule and the Preliminary PlansSchedule, the Architect architect will prepare complete architectural plans plans, drawings and specifications and complete, fully-to the extent necessary, engineered construction mechanical, structural and electrical working drawings and specifications for all of Landlord’s Workthe Tenant Improvements for the Expansion Space (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “"Final Plans”"). The Final Plans will show: show (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the PremisesExpansion Space; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for Landlord’s approval thereof signature to confirm that they are consistent with the Space Plans. If Landlord reasonably disapproves any aspect of the final Plans based on any inconsistency with the Space Plans (which shall not be unreasonably withheld limited to a Design Problem), Landlord shall advise Tenant thereof within three (3) Business Days of receipt of the Final Plans; provided that in the event that Landlord fails to so advise Tenant of a Design Problem within such three (3) Business Day period, such failure may at Tenant's election be deemed Landlord's irrevocable approval thereof. If Tenant is so advised, Tenant shall immediately (within three (3) Business Days) revise the Final Plans in accordance with such review and any disapproval of Landlord in connection therewith. Tenant shall make the minimum changes necessary in order to correct any such Design Problem and shall return the Final Plans to Landlord, which Landlord shall approve or disapprove within three (3) Business Days after Landlord receives the revised Final Plans. This procedure shall be repeated until all of the Final Plans are substantially in accordance with the Preliminary Plans. Landlord agrees to advise Tenant in writing of any disapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed finally approved by LandlordLandlord and written approval has been delivered to and received by Tenant. If Landlord in its reasonable discretion does not approve Tenant shall have the Final Plans, Tenant will then cause right to submit any dispute relating to the Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) of the Final Plans, Landlord shall provide Tenant with a written summary which dispute continues for more than three (3) Business Days, to arbitration as set forth in the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsLease.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“Based on the “approved Preliminary Plans”)Space Plan, which have been approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Plans, the Architect Xxxxxx’s architect will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of Landlord’s Workthe Tenant Improvements for the Premises (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Plans will show: show (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduiting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements. The Final Plans will be submitted to Landlord for Landlord’s approval thereof which shall not be unreasonably withheld provided that the Final Plans are substantially in accordance with the delivery requirements of Section 30.1 of the Lease and via email for signature to confirm that they are consistent with the Preliminary PlansSpace Plan. Landlord agrees shall respond to advise Tenant in writing Xxxxxx’s submittal of any disapproval of the Final Plans within five seven (57) business days of Landlord’s receipt thereof, such approval not to be unreasonably withheld, conditioned or delayed. If In the event Tenant submits the Final Plans to Landlord does not in accordance with the delivery requirements set forth in this Section 1131701.06/SF372493-00050/1-31-20/pwn/pwn B-1 4(b) and Landlord fails to respond in writing within such five seven (7) business day period, then the Final Plans as presented submitted plans and specifications shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve reasonably disapproves any aspect of the Final PlansPlans based on any inconsistency with the Preliminary Space Plan, Landlord agrees to advise Tenant in writing of such disapproval and the reasons therefor within such seven (7) business day period. Tenant will then cause the Architect Xxxxxx’s architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so as to make the Final Plans substantially consistent with the Preliminary Space Plan. Tenant shall resubmit the Final Plans to Landlord in accordance with the delivery requirements of Section 30.1 of the Lease and via email, and Landlord shall respond to Tenant’s resubmitted Final Plans (and to any subsequent resubmittal of Final Plans. Within ten ) within three (103) business days of Landlord’s receipt thereof, such approval (not to be unreasonably withheld, conditioned or deemed approval) of delayed. In the event Tenant resubmits the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees Plans to advise Landlord in writing of any disapproval of accordance with the Excess Cost Summary, delivery requirements set forth in this Section 4(b) and the reasons therefor Landlord fails to respond within five such three (53) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of day period, then the Excess Cost Summary, the Excess Cost Summary resubmitted plans and specifications shall be deemed approved by TenantLandlord. If Landlord again disapproves such revised Final Plans, or any portion thereof, Landlord shall notify Tenant in writing of such disapproval, the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) reason for such disapproval concurrently with its disapproval, and of the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted reasonable revisions which Landlord requires in order to Tenant for obtain Xxxxxxxx’s approval. If Tenant fails The process shall repeat until such time as Landlord has approved or is deemed to provide a written explanation as and when required by this paragraph, have approved the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the further revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess CostsFinal Plans.

Preparation of Final Plans. Attached hereto as Schedule 2 is a preliminary floor plan and outline specification (“Based on the “Preliminary Plans”), which have been Landlord approved by both Landlord and Tenant. In accordance with the Work Schedule and the Preliminary Space Plans, the Tenant’s Architect will prepare complete architectural plans and completeplans, fully-engineered construction drawings and specifications and complete engineered mechanical, structural and electrical working drawings for all of Landlord’s Workthe Tenant Improvements (collectively, including mechanical, electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Plans will show: must show (ia) the subdivision (including partitions and walls), layout, lighting, finish and decoration work (including including, without limitation, carpeting and other floor coverings) for the Premises; (iib) all internal and external communications and utility facilities which will require the installation of conduits conduits, ducting or other improvements from the base Building shellshell work and/or within common areas; and (iiic) all other specifications for Landlord’s Workthe Tenant Improvements in reasonable detail. The Final Plans will be submitted to Landlord for approval or disapproval (whether in Landlord’s approval thereof which shall not be unreasonably withheld provided that sole and absolute discretion or in Landlord’s reasonable discretion, as applicable hereunder). If Landlord disapproves any aspect of the Final Plans are substantially in accordance Plans, e.g., without limitation, based on any material inconsistency with the Preliminary Space Plans. , Landlord agrees to will advise Tenant in writing of any such disapproval of and the Final Plans within five (5) business days of receipt thereofreasons therefor. If Landlord does not respond in writing within such five business day period, the Final Plans as presented shall be deemed approved by Landlord. If Landlord in its reasonable discretion does not approve the Final Plans, Tenant will then cause the Tenant’s Architect to redesign the Final Plans incorporating the revisions reasonably requested by Landlord so and those changes requested by Landlord in Landlord’s sole and absolute discretion as to make the Final Plans substantially consistent with the Preliminary Plans. Within ten (10) business days of matters or approvals subject to Landlord’s approval (or deemed approval) sole and absolute discretion. Landlord will respond to any Tenant submittal and this process will continue until Landlord approves of the Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the Tenant Improvement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5) business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of the Excess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.