Common use of Subtenant Improvements Clause in Contracts

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregate.

Subtenant Improvements. (a) Sublandlord shall deliver the Sublease Premises to Subtenant in broom clean condition. Subject to the foregoing obligation on the part of Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, Subtenant acknowledges that it has inspected the Sublease Premises and Master Landlord’s prior written approval if required agrees to accept the Sublease Premises in accordance with their “AS IS” condition on the terms date of the Master Lease, last walk-through by Subtenant and Sublandlord. Subtenant acknowledges that Sublandlord has made no representations or warranties concerning the condition of the Sublease Premises or their fitness for any particular use and Subtenant shall have rely solely on its own investigations and inspections to determine the right suitability of the Sublease Premises for its intended use. Any work necessary to construct, prepare the Sublease Premises for Subtenant’s occupancy shall be performed at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements such work shall be performed (i) by Subtenant’s selected contractor done in a good and (ii) workmanlike manner, free of mechanics liens and in accordance with all other provisions of the Prime Lease, including, without limitation, those provisions of the Prime Lease requiring consent of Prime Landlord, and with all Laws. Notwithstanding the foregoing, Subtenant may, at its sole cost, install a building standard sign at the entrance to the Sublease Premises, subject to Sublandlord’s and Prime Landlord’s approval of Subtenant’s signage plans for and specifications, such work, each subject to the foregoing required approvals from approval by Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written requestAdditionally, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 Prime Landlord agrees in writing, Subtenant shall have its name shown upon the aggregatedirectory board for the Building.

Subtenant Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (athe “Subtenant Improvements”), including reasonable security measures for the Premises, subject to and in accordance with the terms of that certain Subtenant Work Letter to be attached to the Consent (which is expressly incorporated herein by this reference) (the “Subtenant Work Letter”) and the terms of the Master Lease and this Sublease. All approval rights of Master Landlord and Sublandlord with respect to the Subtenant Improvements shall be governed by the terms of the Subtenant Work Letter. Subtenant shall be solely responsible for paying any management or supervisory fee or reimbursement requests charged by Master Landlord in connection with the Subtenant Improvements (collectively, the “Master Landlord Fees”) in accordance with the terms of the Master Lease and the Subtenant Work Letter. Sublandlord confirms that Sublandlord shall not charge Subtenant any construction management fee or supervisory fees (other than passing through the Master Landlord Fees). However, Subtenant shall be obligated to reimburse Sublandlord for any actual and reasonable third party out-of-pocket costs incurred by Sublandlord in connection with reviewing and approving Subtenant’s plans and specifications promptly upon request. Subject to the terms of the Master Lease, the Subtenant Work Letter, and Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior entitled to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, use its own architects and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement contractors for the benefit purpose of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of completing the Subtenant as required in this SubleaseImprovements. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregate.

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which The design and construction of all alterations and improvements in the Subleased Premises made by Subtenant on or after the Commencement Date shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required undertaken in accordance compliance with the terms Article 4 of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, . Subtenant’s “Initial Improvement Plan” is attached as Exhibit E. Subtenant shall not make any alterations or improvements to the Subleased Premises prior to accommodate Subtenant’s occupancy thereof the Commencement Date, and no alterations or improvements are permitted without the prior written consent of Landlord and Sublandlord, which consent (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to additional limitations below) shall be unreasonably withheld, conditioned given or delayed) and Master Landlord denied in accordance with the terms Master Lease; provided that Subtenant shall have an “Alteration Threshold” of $50,000 (as such term is defined in Section 4.1 of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for where consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required as long as the alterations or improvements are not “Material Alterations”; and provided further that any alteration or improvement and the installation thereof by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make comply with all payments for Improvements in a timely manner applicable laws and shall keep the Subleased Premises free all other applicable terms, conditions and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 provisions of the Master Lease. Subtenant shall be solely responsible for the planningindemnify, construction and completion of all Improvements; provided, however, that Sublandlord agrees defend (with legal counsel reasonably acceptable to use commercially reasonable efforts (exclusive of commencing litigation or arbitrationSublandlord), upon receipt and hold Sublandlord harmless from all liability, costs and expenses arising from the design and construction of a written request from Subtenantany such Subtenant alterations and improvements installed on or after the Commencement Date, to assist Subtenant with securing necessary Master Landlord approvals including reasonable attorneys’ fees and court costs. If required under the Master Lease. Notwithstanding the foregoing to the contrarySection 12 below, in no event Subtenant shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms remove such alterations and conditions of the Master Lease with respect to the review improvements and approval of Subtenant’s proposed Improvements to restore the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder upon the expiration or constitute a constructive eviction or breach termination of this Sublease Sublease. There shall be no charge or fee imposed by Sublandlord). Any damage to Sublandlord for the Subleased Premises or Building caused by review of the Initial Improvement Plan, provided that Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense reimburse Sublandlord for any actual third party out-of-pocket costs in accordance connection with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with including any charges imposed by Landlord for its review. If the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect consents to the completenessInitial Improvement Plan or any subsequent alterations, design sufficiency or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 to the contrary, then Sublandlord’s consent shall not be required deemed given on the same conditions (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”if any) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this SubleaseLandlord’s. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregate.OMM_US:76369748.8

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, a. Subtenant shall have the right to constructhire a mutually approved architect, at Subtenant’s sole cost construction manager and expense, improvements project manager for any construction relative to the Subleased Premises to accommodate Subtenant’s occupancy thereof (the “Subtenant Improvements”). Such Prior to the performance of any of the Subtenant Improvements, if approved as provided aboveSubtenant shall submit to Sublandlord and Landlord for Sublandlord’s and Landlord’s prior written approval, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned withheld or delayed, Subtenant’s plans and specifications for the Subtenant Improvements on the Subleased Premises. Subtenant may commence its work only after: (a) receipt of Sublandlord’s and Master Xxxxxxxx’s approval to perform the same; (b) Subtenant’s receipt of any and all required licenses, permits and approvals from any local authority or any other governmental agency or authority; and (c) delivery to Sublandlord and Landlord certificates of insurance naming the Sublandlord and Landlord as additional insured, evidencing the maintenance, by each contractor or other worker to be employed in accordance with the terms performance of the Master LeaseSubtenant Improvements, of comprehensive general liability insurance with limits in the amount of $1,000,000.00 per occurrence, property damage insurance with limits in the amount of $500,000.00 per occurrence, and workers compensation insurance to statutory limits. All insurance policies shall be issued by responsible companies qualified to conduct business in the Commonwealth of Massachusetts and such insurance policy shall provide for notification to Sublandlord shall approve or disapprove and Landlord at least thirty (30) days prior to the cancellation of any such proposed Improvements within (i) ten (10) business days policy. Subtenant xxxxxx agrees and further does warrant and represent to Sublandlord that the cost of performing any such work on the Subleased Premises shall be the sole obligation of Subtenant. b. Subject to Sublandlord’s receipt review and approval of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Leasefinal plans and specifications therefor, and further subject to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Prime Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premisesincluding, including without limitation Sublandlord’s and Master limitation, Landlord’s review and approval thereof, Sublandlord approves the conceptual design of Subtenant Improvements as set forth on Exhibit C, and addition of one (if required1) of HVAC vent in Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and workIT Room. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregate.

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approval, which The design and construction of all alterations and improvements in the Subleased Premises made by Subtenant on or after the Commencement Date shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required undertaken in accordance compliance with the terms Article 4 of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, . Subtenant shall not make any alterations or improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof on or after the Commencement Date without the prior written consent of Landlord and Sublandlord, which consent (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to additional limitations below) shall be unreasonably withheld, conditioned given or delayed) and Master Landlord denied in accordance with the terms Master Lease; provided that Subtenant shall have an “Alteration Threshold” of $50,000 (as such term is defined in Section 4.1 of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for where consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by as long as the Master Lease, alterations or improvements are not “Material Alterations”; and such determination shall have been provided to Sublandlord in writing, to include with specificity further that Master Landlord waives such removal requirement for any alteration or improvement and the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused installation thereof by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost comply with all applicable laws and expense in accordance with the terms all other applicable terms, conditions and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to No demising of the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications Premises shall be permitted which requires a separate entrance or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Lawswhich prevents floor wide circulation, nor shall such review and approval be deemed a waiver of Subtenant alter or further improve the Subleased Premises in any way that changes the perimeter office configuration or which relocates or removes any interior walls unless approved by Sublandlord in Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon initial improvement plan (“Initial Improvement Plan”). The Initial Improvement Plan is attached hereto as Exhibit H and is approved by Sublandlord. Sublandlord or Master Landlord with respect understands that Subtenant’s recent corporate acquisition program has necessitated some adjustments to the completenessinterior and perimeter office configuration, design sufficiency and Sublandlord agrees to review changes or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 subsequent additional detail to the contraryInitial Improvement Plan with due regard for such requirements and not to unreasonably withhold, condition or delay its consent to such proposed changes or to the final Initial Improvement Plan as a whole. Subtenant shall indemnify, defend (with legal counsel reasonably acceptable to Sublandlord’s consent shall not be required (but prior written notice ), and hold Sublandlord harmless from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in natureall liability, (ii) are not visible costs and expenses arising from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, design and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvementssuch Subtenant alterations and improvements installed on or after the Commencement Date, including reasonable attorneys’ fees and court costs. If required under Section 12 below, Subtenant shall designate a representative with respect to remove such alterations and improvements and restore the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf Subleased Premises upon the expiration or termination of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregate.

Subtenant Improvements. (ai) Subject Sublandlord and Subtenant agree that Sublandlord shall enter into an agreement with GDI Construction Corp. (the “Contractor”), whereby Contractor shall construct certain improvements to Sublandlord’s prior written approvalthe Sublease Premises (the “Subtenant Improvements”) pursuant to the provisions of this Section 11(n). (ii) The Subtenant Improvements shall be constructed by Contractor in accordance with certain space plans and specifications that have been previously provided to and approved by Prime Landlord, which shall not be unreasonably withheld, conditioned or delayed, Sublandlord and Master Landlord’s prior written approval if required Subtenant and are generally in accordance with the terms plans and scope of work attached hereto as Exhibit D (collectively, the “Plans”). Contemporaneously with the execution of this Sublease, Sublandlord and Subtenant shall enter into a separate agreement (the “Construction Manager Agreement”) with Jxxxx Lxxx LaSalle (the “Construction Manager”), for Construction Manager to serve as an on-site construction and project manager to oversee and coordinate completion of the Master LeaseSubtenant Improvements by Contractor. Construction Manager, on behalf of Sublandlord and Subtenant, shall be responsible for the day-to-day oversight and management of the Subtenant Improvements by Contractor and shall take direction from Sublandlord and Subtenant as provided in the Construction Manager Agreement. (iii) Sublandlord shall be responsible for the costs and expenses of the Subtenant Improvements by Contractor and the Construction Manager’s fees and expenses up to a maximum amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) (the “Improvement Allowance”). Sublandlord agrees to reasonably cooperate with Subtenant’s efforts to reduce the costs associated with the Subtenant Improvements that exceed the Improvement Allowance, if any. However, Sublandlord shall have no liability for any costs or expenses of the Subtenant Improvements or Construction Manager’s fees and expenses that exceed the Improvement Allowance, and Subtenant agrees that it shall be solely responsible for all costs and expenses related to the Subtenant Improvements that exceed the Improvement Allowance. To the full extent permitted by applicable law, Subtenant shall defend, indemnify and hold harmless Sublandlord and it agents and employees, from and against any and all claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and expenses, arising out of, in connection with or resulting from any amounts claimed to be owed to Contractor or Construction Manager, or any of their subcontractors or suppliers of any tier, in connection with the Subtenant Improvements or any agreement entered into in connection therewith (A) that exceed the Improvement Allowance, or (B) for which Subtenant has refused to approve payment to Contractor or Construction Manager, including any and all liens that are filed or recorded in connection with either such amount, provided Sublandlord provides Subtenant written notice of any alleged claims, damages, losses, liabilities and expenses and a reasonable opportunity to satisfy or cure the same. (iv) Any approval by Sublandlord and/or Prime Landlord of, or consent by Sublandlord and/or Prime Landlord to, any plans, specifications, changes, or other items to be submitted to or reviewed by Sublandlord or Prime Landlord pursuant to this Sublease (or any other agreement relating to the Subtenant Improvements), including, without limitation, the Plans, shall not constitute the assumption by Sublandlord or Prime Landlord of any responsibility for the accuracy, sufficiency or feasibility of any plans, specifications, changes, or other such items and shall not imply any acknowledgment, representation or warranty by Sublandlord or Prime Landlord that the design or construction thereof is safe, feasible, structurally sound or will comply with any legal or governmental requirements, with Subtenant being responsible to pursue its remedies only against Contractor for all of the same. Notwithstanding any disputes arising out of or related to the Plans or the Subtenant Improvements, Sublandlord shall not be responsible for any costs or expenses in excess of the Improvement Allowance. In the event Sublandlord does not pay Contractor the amounts for which Sublandlord is liable under the Contract, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements pay the Contractor such amounts pursuant to the Subleased Premises to accommodate Subtenant’s occupancy thereof Contract and offset such amounts so paid from payments of Base Rent hereunder (“Improvements”but in no event exceeding the amount of the Improvement Allowance). Such Improvements. (v) If Subtenant desires any changes in the Subtenant Improvements and/or the Plans after the initial approval of the Plans, if approved as provided above, may include supplemental HVAC units. All Improvements any such changes shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from approval of Sublandlord (not to and Prime Landlord, which may be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease and any other Master Lease terms applicable to tenant improvements withheld in the Buildingsole discretion of either party. Subtenant shall be solely responsible for removing any Improvements installed required to sign such change orders as requested by Sublandlord, Prime Landlord or on behalf of Subtenant the Contractor prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 commencement of the Master LeaseSubtenant Improvements incorporating the relevant change order, and may, upon request of Sublandlord and/or Prime Landlord, be required to deliver evidence of financing or financial capability of Subtenant sufficient to cover the Master Landlord excess cost, if any, resulting from such change order. Notwithstanding Sublandlord’s approval of any such changes, Sublandlord shall have determined that such removal is not required be responsible for any costs or expenses in excess of the Improvement Allowance. (vi) The Subtenant Improvements shall at all times remain the property of Sublandlord and shall not be subject to levy, sale or other encumbrance by Subtenant. (vii) Contractor and related subcontractors shall be allowed to enter upon the Master LeaseSublease Premises as necessary to construct and complete the Subtenant Improvements, and such determination entry shall not constitute an actual or constructive eviction of Subtenant, in whole or in part, nor shall it entitle Subtenant to any abatement or diminution of rentals or relieve Subtenant from any obligation under this Sublease. Subtenant and its agents, contractors, employees and invitees shall work in harmony and not interfere with Contractor and its agents, subcontractors and employees in completing the Subtenant Improvements. Notwithstanding anything to the contrary contained herein or in the Plans, Contractor and Construction Manager (and any of their subcontractors or suppliers), in performance of or preparation for the Subtenant Improvements prior to the Commencement Date, shall only have access to those portions of the Sublease Premises or Parking Area that Subtenant occupies exclusively prior to the Commencement Date pursuant to Section 1(a). The performance of or preparation for the Subtenant Improvements by Subtenant, Contractor and Construction Manager (and any of their subcontractors or suppliers) shall not interfere with Sublandlord’s operations or other activities in the Sublease Premises or Parking Area (as reasonably determined by Sublandlord). (viii) Subtenant agrees and acknowledges that Sublandlord shall have been provided no responsibility or obligation with respect to Sublandlord in writing, to include the Subtenant Improvements other than payment of the Improvement Allowance and makes no representations or warranties with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”)respect thereto. Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, howeverAccordingly, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord accept the Subtenant Improvements in accordance with the terms of the Master Lease as a result thereoftheir “As-Is” condition, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right no obligations whatsoever to repair or replace any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf defective item of the Subtenant as required Improvements occasioned by poor workmanship or materials. SUBLANDLORD EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR COVENANTS, EXPRESS OR IMPLIED, REGARDING THE CONDITION OF THE SUBTENANT IMPROVEMENTS OR THEIR SUITABILITY FOR SUBTENANT’S USE, AND SUBTENANT HEREBY WAIVES ANY AND ALL CLAIMS IT MAY HAVE AGAINST SUBLANDLORD THAT MAY ARISE FROM OR IN CONNECTION WITH THE SUBTENANT IMPROVEMENTS, INCLUDING, WITHOUT LIMITATION, ANY DELAY IN COMPLETION THEREOF OR OTHER DEFECTS RELATED THERETO. Subtenant agrees that any delay in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 completion of the Master Lease, to cover Subtenant Improvements shall in no way impact the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Commencement Date, Rent Commencement Date or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect reduce or limit, diminish Subtenant’s obligations under this Sublease, including, without limitation, the payment of Base Rent hereunder, and Sublandlord shall have no liability for any claims, damages, losses, liabilities and/or expenses that Subtenant may incur as a result of any delay in completion of the Subtenant Improvements. No delay in completion of the Subtenant Improvements shall give Subtenant the right to terminate this Sublease. (ix) Subtenant acknowledges and agrees that all aspects of the Subtenant Improvements, including but not limited to, the Plans, shall be subject to Subtenant’s Letter the review and approval of Credit obligations contained Prime Landlord and Sublandlord and otherwise in Section 6compliance with the terms and conditions of Sections 17.4, as modified by Section 9(f) below17.5 and 17.6 of the Prime Lease. (fx) During By execution and delivery of the Consent to Sublease attached hereto as Exhibit C, and subject to the terms contained therein, Prime Landlord consents to this Sublease and to the Subtenant Improvements constructed in accordance with the Plans; provided, however, and notwithstanding anything to the contrary contained herein or in Section 17.4 of the Prime Lease, and unless otherwise agreed to in writing by Prime Landlord, Prime Landlord’s consent shall not be deemed to be a transfer to or acceptance of the Subtenant Improvements as the property of Prime Landlord upon the termination of the Prime Lease, and Sublandlord, at its sole cost and expense, shall remove the Subtenant Improvements and repair and restore the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, ifcondition existing prior to the installation or construction thereof, prior to the expiration or earlier termination, whichever occurs first, of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the this Sublease or otherwise the Prime Lease. The obligations of Sublandlord hereunder shall thereafter be allowed. Further notwithstanding anything contained in survive the expiration or earlier termination of this Sublease to and the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregatePrime Lease.

Subtenant Improvements. (a) Subject to Sublandlord’s prior written approvalWithout limitation of anything else herein contained, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms of the Master Lease, Subtenant shall have the right to construct, at Subtenant’s sole cost and expense, improvements to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”). Such Improvements, if approved as provided above, may include supplemental HVAC units. All Improvements shall be performed (i) by Subtenant’s selected contractor and (ii) in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Prime Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response consents to Subtenant’s written requestmaking the Subtenant Improvements subject to, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord and in accordance with, Article 9 and Exhibit E of the Sublease, subject to compliance with such reasonable security measures and rules and regulations as Prime Landlord may require. Prime Landlord agrees to comply with the terms of time limits as set forth in the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify Subtenant within the aforementioned applicable time period of Improvement Letter for its approval or disapproval of Subtenant’s Plans. If Central elects to perform its obligations under Exhibit E of the Sublease through Prime Landlord, Subtenant shall reimburse Prime Landlord for the costs incurred by Prime Landlord for architectural and engineering fees involved in reviewing Subtenant’s drawings and specifications, as contemplated by Exhibit E of the Sublease. Without limiting the preceding sentence, Prime Landlord will, solely at Subtenant’s request, supervise installation of the Subtenant Improvements for Subtenant for a fee equal to two percent of Subtenant’s aggregate cost of construction of the Subtenant Improvements; such proposed Improvements, such Improvements aggregate cost shall be deemed consented established by reference to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease all prime contracts and any other Master Lease terms applicable to tenant improvements in the Building. Subtenant shall be solely responsible for removing any Improvements installed by purchase orders signed or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of the Master Lease, the Master Landlord shall have determined that such removal is not required by the Master Lease, and such determination shall have been provided to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred issued by Subtenant. Any supervision fee due Prime Landlord shall be due and payable within 30 days after Subtenant will not be charged any supervisorytakes possession of the Subleased Premises. If requested in writing by Subtenant, oversight, management or similar fee by Sublandlord in connection with any within 10 days after receipt of Subtenant’s constructionPlans, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Prime Landlord shall excuse performance designate any Subtenant Improvements which must be removed by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and work. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term. The Subtenant Improvements shall be performed through the use of union labor and scheduled through Prime Landlord, that Subtenant deposit with Sublandlord as security for and each of Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) contractors shall cooperate with Prime Landlord, so that there shall be no disruption of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 construction on or in the aggregateBuilding.

Subtenant Improvements. Notwithstanding anything to the contrary in subsection (a) Subject above, Sublandlord hereby agrees that Subtenant shall promptly work directly with Landlord for the design, construction, and installation of the Subtenant Improvements (as such term is defined in the Landlord’s Consent). Accordingly, Sublandlord agrees that Sublandlord shall exercise commercially reasonable efforts in assisting Subtenant in obtaining the approvals necessary to design, construct, and install the Subtenant Improvements at no out-of-pocket cost to Sublandlord. Sublandlord hereby discloses to Subtenant that a portion of the tenant improvement allowance and space plan allowance made available to Sublandlord under the Master Lease has already been used and applied by Sublandlord to certain design and architectural costs and expenses related to Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed, and Master Landlord’s prior written approval if required in accordance with the terms buildout of the Master LeaseLeased Premises. Notwithstanding Sublandlord using such portion of the tenant improvement allowance and space plan allowance, it is the parties’ intention that Subtenant shall have the right to construct, at Subtenant’s sole cost receive the full benefit of the tenant improvement allowance and expense, improvements space plan allowance available under the Master Lease and applicable to the Subleased Premises to accommodate Subtenant’s occupancy thereof (“Improvements”)Premises. Such ImprovementsAccordingly, if approved as provided above, may include supplemental HVAC units. All Improvements Sublandlord and Subtenant agree that Sublandlord shall be performed (i) by Subtenant’s selected contractor responsible for the shortfall in the tenant improvement allowance and (ii) space plan allowance in accordance with Subtenant’s plans for such work, each subject to the foregoing required approvals from Sublandlord (not to be unreasonably withheld, conditioned or delayed) and Master Landlord in accordance with the terms of the Master Lease. Sublandlord shall approve or disapprove of any such proposed Improvements within (i) ten (10) business days of Sublandlord’s receipt of Subtenant’s written request or (ii) three (3) business days of Sublandlord’s receipt of Master Landlord’s written response to Subtenant’s written request, whichever is later. Subtenant’s written request for consent to any proposed Improvements shall include any documentation required to be provided to Master Landlord in accordance with the terms of the Master Lease, and to the extent required by applicable Laws, copies of all drawings prepared by registered architects/engineers in connection with the Improvements. In the event Sublandlord fails to notify reimburse Subtenant within the aforementioned applicable time period of its approval or disapproval of such proposed Improvements, such Improvements shall be deemed consented to by Sublandlord only. All work shall be performed in accordance with the terms of Section 6 of the Master Lease for those costs and any other Master Lease terms applicable to tenant improvements in the Building. expenses Subtenant shall be solely responsible for removing any Improvements installed by or on behalf of Subtenant prior to the Sublease Expiration Date or earlier termination of this Sublease unless, in accordance with the terms of Section 6.2 of incurs that would have been reimbursed under the Master Lease, the Master Landlord shall have determined that such removal is but were not required by the Master Lease, and such determination shall have been provided due to Sublandlord in writing, to include with specificity that Master Landlord waives such removal requirement for the benefit of Sublandlord (each, a “Removal Waiver”). Subtenant shall make all payments for Improvements in a timely manner and shall keep the Subleased Premises free and clear of liens arising out of any work performed, materials furnished, or obligations incurred by Subtenant. Subtenant will not be charged any supervisory, oversight, management or similar fee by Sublandlord in connection with any of Subtenant’s construction, provided, however, Subtenant agrees to reimburse Sublandlord for any costs or fees imposed by Master Landlord upon Sublandlord in accordance with the terms of the Master Lease as a result thereof, including but not limited to the construction management fee referenced in Section 6.2 of the Master Lease. Subtenant shall be solely responsible for the planning, construction and completion of all Improvements; provided, however, that Sublandlord agrees to use commercially reasonable efforts (exclusive of commencing litigation or arbitration), upon receipt of a written request from Subtenant, to assist Subtenant with securing necessary Master Landlord approvals required under the Master Lease. Notwithstanding the foregoing to the contrary, in no event shall Sublandlord be liable to Subtenant for any failure by Master Landlord to comply with the terms and conditions of the Master Lease with respect to the review and approval of Subtenant’s proposed Improvements to the Subleased Premises (and no such failure by Master Landlord shall excuse performance by Subtenant of its obligations hereunder or constitute a constructive eviction or breach of this Sublease by Sublandlord). Any damage to the Subleased Premises or Building caused by Subtenant shall be promptly repaired by Subtenant at Subtenant’s sole cost and expense in accordance with the terms and provisions of the Master Lease. If Subtenant shall fail to repair any damage within a reasonable time following written notice from Sublandlord, Sublandlord shall have the right to repair any damage caused by Subtenant at Subtenant’s sole cost and expense. Sublandlord’s and Master Landlord’s input with respect to any proposed Improvements to the Subleased Premises, including without limitation Sublandlord’s and Master Landlord’s review and approval (if required) of Subtenant’s plans, specifications or work in connection with the installation, operation (including material repairs) and removal of the Nitrogen Tank (as described in Section 25(b) below), shall not be deemed an agreement by Sublandlord or Master Landlord that any plans, specifications or work related thereto conform with applicable Laws, nor shall such review and approval be deemed a waiver of Subtenant’s obligations under this Sublease with respect to all applicable Laws nor impose any liability or obligation upon Sublandlord or Master Landlord with respect to the completeness, design sufficiency or compliance with all applicable Laws of such plans, specifications and workpreviously incurred costs. (b) Notwithstanding anything contained in this Section 9 to the contrary, Sublandlord’s consent shall not be required (but prior written notice from Subtenant to Sublandlord shall be required) with respect to proposed Improvements which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, (iii) do not affect or require modifications of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. For purposes of the foregoing sentence, “prior written notice” shall require: (A) a general description of Subtenant’s planned Improvements, (B) estimated construction schedule and (C) estimated aggregate cost. (c) Sublandlord has designated Xxxxxxx X. Xxxxxxxxxxx (“Sublandlord’s Construction Representative”) as its sole authorized representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Subtenant by Sublandlord, shall have full and exclusive authority and responsibility to act on behalf of Sublandlord as required in this Sublease. Any instructions or approvals delivered to Subtenant by any other individual shall not be binding on Sublandlord. The contact information for Sublandlord’s Construction Representative is as follows: email: Xxxxxxx.xxxxxxxxxxx@xx.xxx.xxx; phone: (000) 000 0000; mailing address: c/o Jones Lang LaSalle Americas, Inc., 1710 XX0X Xxxxx, 0xx Xxxxx Tower 3. (d) Prior to commencement of construction of any Improvements, Subtenant shall designate a representative with respect to the construction matters set forth in this Sublease, who, until further written notice to Sublandlord by Subtenant, shall have full authority and responsibility to act on behalf of the Subtenant as required in this Sublease. (e) Subtenant acknowledges and agrees that: (i) Master Landlord may, as a condition to its consent to any particular Improvements, require a cash deposit to be made with Master Landlord, pursuant to the terms of Section 6.3 of the Master Lease, to cover the cost of removing such Improvements and restoring the Subleased Premises at the Sublease Expiration Date, or earlier termination of the Sublease (a “Restoration Deposit”), (ii) in the event Master Landlord requires a Restoration Deposit, Subtenant shall make such deposit directly to Master Landlord, provided, where Master Landlord requires Sublandlord to make such Restoration Deposit on behalf of Subtenant, Sublandlord agrees to undertake same, provided Subtenant has previously funded such Restoration Deposit amount directly to Sublandlord pursuant to a separate deposit agreement, in form and content satisfactory to Sublandlord in its commercially reasonable discretion and (iii) such Restoration Deposit obligations shall be in addition to, and not otherwise affect or limit, Subtenant’s obligations under this Sublease, including but not limited to Subtenant’s Letter of Credit obligations contained in Section 6, as modified by Section 9(f) below. (f) During the Sublease Term, Sublandlord and Subtenant shall use good faith efforts to (i) request from Master Landlord applicable Removal Waivers (as defined in Section 9(a) above) with respect to any Subtenant proposed Improvements, (ii) estimate the commercially reasonable costs of (A) removing all Subtenant proposed Improvements which were not specifically identified in a Removal Waiver and (B) restoring the Subleased Premises at the Sublease Expiration Date with respect thereto and (iii) account for such costs on an aggregated basis (the “Anticipated Restoration Costs”). Anticipated Restoration Costs shall not include any costs associated with the removal and/or restoration of any proposed Improvements for which Master Landlord has requested, and Subtenant (or Sublandlord on Subtenant’s behalf) has provided, a Restoration Deposit, nor any removal or restoration costs for which Sublandlord is responsible. Subtenant agrees, notwithstanding anything contained in this Sublease to the contrary, if, prior to expiration of the first forty-two (42) month period of the Sublease Term, established Anticipated Restoration Costs exceed $450,000.00, then Section 6(b)(iii) of the Sublease shall be modified such that the reduction amount of $300,000.00 applicable to the Letter of Credit referenced therein shall be automatically increased to $450,000.00, and no further reductions (below $450,000) of the Letter of Credit under Section 6 of the Sublease or otherwise shall thereafter be allowed. Further notwithstanding anything contained in this Sublease to the contrary, at all times subsequent to the expiration of the first forty-two (42) month period of the Sublease Term, Sublandlord may require, as a condition to its consent to any proposed Subtenant Improvements for which Master Landlord requires removal and/or restoration at the end of the Sublease Term, that Subtenant deposit with Sublandlord as security for Subtenant’s performance of its obligations under the Sublease seventy-five percent (75%) of any Anticipated Restoration Costs to the extent that such costs exceed $450,000.00 in the aggregate.