Common use of Tenant Alterations Clause in Contracts

Tenant Alterations. Following completion of the Tenant Improvements, Tenant shall not make any alterations, additions or improvements in or to the Premises (individually and collectively “Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building without first obtaining the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)and, if consent by Landlord is given, all such work shall be performed at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within thirty (30) days of demand therefor, for all third party costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoing, Landlord may require Tenant, at Tenant’s sole cost and expense, to obtain and provide Landlord with proof of insurance coverage, in forms and amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania. All Tenant Alterations shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Tenant requested Landlord’s consent to proposed Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph or the Paragraph captioned “Tenant’s Work Performance” shall be deemed a waiver of the provisions of the Paragraph captioned “Mechanic’s Liens”.

Tenant Alterations. Following After completion of the Tenant Improvementsimprovements, Tenant ------------------ shall not make any alterations, additions or improvements in or to the Premises Premises, or add, disturb or materially change any fixtures, plumbing or wiring (individually and collectively “"Tenant Alterations”"), without first obtaining ------------------- the consent of Landlord which shall not unreasonably be withheld or delayed. The foregoing notwithstanding, Tenant shall be permitted to make Tenant Alterations without Landlord's consent, but after written notice to Landlord, if such Tenant Alterations cost, in any instance, less than Fifty Thousand Dollars ($50,000) with an estimated cost in excess of $[**] or which will impact and do not materially affect the structural portions of the Building components or the mechanical systems of the Building without first obtaining Building. Tenant shall provide Landlord with copies of any permits obtained with respect to such Tenant Alterations and copies of as-built drawings. Any Tenant Alterations made by Tenant which do not require the consent of Landlord pursuant to the provisions of the preceding sentence shall be removed by Tenant at the expiration or earlier termination of this Lease unless Tenant requests and receives Landlord's written approval prior to the installation of such Tenant Alterations not to remove them. If Landlord's consent is required, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (as may be customary for the “Tenant Alterations Plans”)andwork involved and, if consent by Landlord is given, all such work shall be performed by Tenant at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans's expense. Tenant shall reimburse Landlord, within thirty (30) days of demand therefor, for pay to Landlord all third party reasonable out-of-pocket costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord for any architecture, engineering, supervisory and/or legal services in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of connection with any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the which Landlord's consent is required, including, without limitation, Landlord's review of such workthe plans and specifications. Without limiting the generality of the foregoing, Landlord may require Tenant, at Tenant’s 's sole cost and expense, to obtain and provide Landlord with proof of customary insurance coveragecoverage and a reasonable payment and performance bond, in forms forms, amounts and amounts by companies reasonably acceptable to Landlord. Should Tenant make any alterations for which Landlord's consent is required without obtaining Landlord's prior written consent, or without satisfaction of any conditions reasonably established by Landlord, Landlord shall have the right, in addition to and by companies licensed without limitation of any right or remedy Landlord may have under this Lease, at law or in equity, to require Tenant to remove some or all of Tenant Alterations, or at Landlord's election, Landlord may remove such Tenant Alterations and restore the Commonwealth of Pennsylvania, as well as with evidence that Premises at Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania's expense. All Tenant Alterations to the Premises, regardless of which party constructed them or paid for them, shall become the property of Landlord upon the expiration or earlier termination of the Lease and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided thatprovided, ifhowever, at the time Tenant requested Landlord’s 's election made in Landlord's consent to proposed the affected Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall be obligated, at Tenant's sole cost and expense, to remove all (or such portion as Landlord may designate) of the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages damage resulting from such removal and return the area to the Premises caused by such removal (it being understood that nothing herein requires Tenant same condition existing prior to remove any of the Tenant Improvements)undertaking. If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5Landlord in Landlord's consent to the affected Tenant Alterations, Landlord may do so and Tenant shall pay the entire reasonable cost thereof to Landlord the actual costs of such removal plus an administrative charge of [**] percent within ten ([**]%10) within thirty (30) calendar days Business Days after Tenant’s 's receipt of Landlord’s 's written demand therefortherefor accompanied by reasonable evidence of the costs incurred. Nothing contained in this Paragraph paragraph or the Paragraph paragraph captioned “"Tenant’s 's Work Performance” " shall be deemed a waiver of the provisions ------------------------- of the Paragraph paragraph captioned “"Mechanic’s 's Liens”.". ----------------

Tenant Alterations. Following completion of the Tenant Improvements, Tenant shall not make any alterations, additions or improvements in or to the Premises Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring (individually and collectively “Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building without ), Without first obtaining the consent of Landlord which may be withheld in Landlord, which consent shall not be unreasonably withheld, conditioned or delayed’s reasonable discretion. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)andand, if consent by Landlord is given, all such work shall be performed at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph Section 4.6. If , provided that if the proposed Tenant Alteration involves alteration of the Building Structure or systems,: Landlord fails to respond to may condition Landlord’s approval of such proposed Tenant Alteration on performance of the work by Landlord, at Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plansexpense. Tenant shall reimburse Landlord, within thirty (30) days upon receipt of demand therefor, for all third party out-of-pocket costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, related to its review of Tenant’s plans and specifications (regardless of whether Landlord approves Tenant’s request). Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee to compensate Landlord for the coordination and inspection of such work. The construction management fee shall be equal to [**] percent five ([**]5%) percent of the total cost of any Tenant Alterations to compensate Landlord for Alteration, and shall cover the services to be provided by the Manager to Landlord with respect to the review following services: coordination of such space planner; coordination of preparation of construction documents; competitive bidding of Tenant alteration work; selection of contractor; oversight of construction from commencement through completion; oversight of quality of workmanship; coordination of building permit and other necessary approvals from any Governmental Agency; management of change orders; periodic inspections of ongoing construction; and project closeout. Without limiting the generality of the foregoing, Landlord may require TenantTenant (if Landlord has elected to require Tenant to perform the Tenant Alterations), at Tenant’s sole cost and expense, to obtain and provide Landlord with proof of insurance coverage, in forms and forms, amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvaniaacceptable to Landlord, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of PennsylvaniaPennsylvania and otherwise reasonably acceptable to Landlord. All Tenant Alterations to the Premises, regardless of which party constructed them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, unless at the time Tenant requested Landlord’s consent to a proposed Tenant AlterationsAlteration, Tenant requested, and Landlord required as a condition of Landlord’s approval agreed in writing, that Tenant need not remove such Tenant Alterations, thenAlteration upon the expiration or sooner termination of this Lease, upon the expiration or earlier termination of this Lease, at Landlord’s election and upon notice to Tenant, Tenant shall be required to remove some or all of the Tenant Alterations as designated in such ** Portions of this exhibit have been omitted and filed separately pursuant Landlord’s notice to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal Tenant (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph paragraph 4.5, Landlord may do so and Tenant shall pay to Landlord the actual costs entire cost of such removal plus an administrative charge of [**] ten percent ([**]10%) within thirty fifteen (3015) calendar days after Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph paragraph or the Paragraph paragraph captioned “Tenant’s Work Performance” shall be deemed a waiver of the provisions of the Paragraph paragraph captioned “Mechanic’s Liens”.

Tenant Alterations. Following completion of Tenant (so long as the Tenant Improvementsis Diamond Resorts Corporation or an affiliate, Tenant shall not subsidiary, related entity or Permitted Transferee (as defined in Section 22.2) thereof (collectively, the “Permitted Tenant”)) may make any alterations, improvements or additions or improvements in or to the Premises (individually and collectively “Tenant Alterations”) with an estimated cost without Landlord’s consent if such Tenant Alterations are non-structural, and the costs of all such non-structural Tenant Alterations performed in excess of any calendar year do not exceed $[**] or which will impact 100,000.00 (“Exempt Tenant Alterations”). If the structural portions of the Building or the mechanical systems of the Building without first obtaining the consent of Landlordthen current Tenant is not a Permitted Tenant, which consent Tenant shall not be unreasonably withheldcommence any Tenant Alterations without Landlord’s prior written consent in each instance. Any Tenant Alterations and Exempt Tenant Alterations shall at all times comply fully with all applicable federal, conditioned state and municipal laws, ordinances, regulations, recorded covenants and restrictions, codes and other governmental requirements now or delayedhereafter in force. Except for Exempt Tenant Alterations with respect to the Permitted Tenant only, Tenant shall deliver provide Landlord with a written request for approval of Tenant Alterations that Tenant would like to make with proposed detailed plans. Landlord full and complete shall have the right to condition Landlord’s prior written consent for any Tenant Alteration upon Tenant’s: (i) providing Landlord with plans and specifications for any proposed the Tenant Alterations for Landlord’s prior written approval; (the “ii) obtaining a building permit and complying with all building and planning laws and regulations for Tenant Alterations Plans”)andfrom appropriate governmental agencies; (iii) furnishing a copy of such building permit and evidence of such compliance to Landlord prior to the commencement of such work; (iv) complying with all the conditions of such building permit and such building and planning laws and regulations; (v) providing Landlord with a copy of the construction contract, if consent construction schedule and list of subcontractors and suppliers for Landlord’s prior written approval; (vi) obtaining a builder’s “all risk” insurance policy in an amount and issued by insurance company acceptable to Landlord, naming Landlord is givenas an additional insured and otherwise satisfying the requirements of Article 11 of this Lease; and, (vii) providing Landlord with ten (10) days written notice prior to commencing any such work. Landlord’s approval of the plans, specifications and working drawings for any Tenant Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. Landlord shall not be liable for any damage, loss, or prejudice suffered or claimed by Tenant, its agents or any other person or entity on account of: (a) the approval or disapproval of any plans, contracts, bonds, contractors, sureties or matters; (b) the construction or performance of any work whether or not pursuant to approved plans; (c) the improvement of any portion of the Premises or alteration or modification to any portion of the Premises; or, (d) the enforcement or failure to enforce any of the covenants, conditions and restrictions contained in this Lease. All work with respect to any Tenant Alterations shall be done in a good and workmanlike manner by properly qualified and licensed personnel, and such work shall be performed at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant diligently prosecuted to Paragraph 4.6completion. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within thirty (30) days of demand therefor, for all third party costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Any such Tenant Alterations, Tenant including any roof penetration, shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoing, Landlord may require Tenant, made at Tenant’s sole cost and expense, expense and in such manner as to obtain and provide Landlord with proof of insurance coverage, in forms and amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania. All Tenant Alterations shall become the property of Landlord and shall remain upon and be surrendered with not void or detrimentally affect any warranty benefiting the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Tenant requested Landlord’s consent to proposed Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph or the Paragraph captioned “Tenant’s Work Performance” shall be deemed a waiver of the provisions of the Paragraph captioned “Mechanic’s Liens”portion thereof.

Tenant Alterations. Following completion Tenant desires to make certain Alterations to the Premises. Tenant may do so as provided in and subject to the provisions of the Tenant Improvements, Lease. 2.1 Tenant shall not make any alterations, additions or improvements finally complete such Alterations in or to accordance with the Premises (individually and collectively “Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions provisions of the Building or Lease, shall fully pay for the mechanical systems same (and obtain final lien waivers), and shall obtain all necessary certificates of occupancy and a certificate from the Building without first obtaining architect that the consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayedAlterations have been finally completed in accordance with the approved plans. Tenant shall deliver submit evidence of compliance with the foregoing requirements to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)and, if consent by Landlord is given, all such work shall be performed at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6following final completion. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within Within thirty (30) days following such submission and deliveries, Landlord shall pay to Tenant the Costs of demand therefor, for all third party costs and expenses the Alterations up to the amount of the Allowance (including the fees as those terms are defined below). 2.2 The Costs of reviewing architects and engineers) incurred such Alterations shall be reimbursed by Landlord in reviewing up to the amount of the Allowance. The Allowance is $534,275.00 ($25.00 per rentable square foot of the Remaining Premises). Subject to Section 2.3 below, if any part of the Allowance is not used to pay Costs prior to May 31, 2018, then it shall be forfeited and will not be available for any purpose, it being the responsibility of Tenant to plan the remodeling process to allow the Alterations Plans, regardless of whether Landlord approves to be completed and Tenant’s requestright to reimbursement to be perfected by such date. Upon completion The “Costs” of the Tenant AlterationsAlterations are all hard and soft costs related to the Alterations including but not limited to architectural plans, permits, and construction costs. Tenant shall pay all Costs as and when due. Tenant may conduct its Alterations in two or more separate projects undertaken at different times. If Landlord a construction management fee equal to [**] percent ([**]%) approves each instance in advance in writing, the Costs of an individual project may be reimbursed when all of the total cost requirements of this Exhibit B are met as to such separate project, even though other separate projects may be undertaken at a later date. No disbursement of the Allowance shall be due or paid at any time that a Default exists. 2.3 Notwithstanding the foregoing, Tenant Alterations to compensate Landlord for the services to be provided may elect, by the Manager written notice to Landlord after completion of Qualifying Work (defined below) and compliance with Section 2.1 of this Exhibit B with respect to the review of such work. Without limiting the generality Qualifying Work, to apply all of the foregoing, Landlord may require Tenant, Allowance to Basic Rent next coming due. “Qualifying Work” means Alterations (including upgrades to the restrooms and shower located within the Remaining Premises) completed in compliance with the terms of the Lease and this Exhibit B at Tenant’s sole cost expense (i.e., not utilizing any portion of the Allowance) and expensecosting not less than One Hundred Thousand Dollars ($100,000.00). Tenant’s election to apply the Allowance to Basic rent shall be “all or nothing”; Tenant shall not have the right to utilize one portion of the Allowance for reimbursement of Costs of Alterations and to apply another portion of the Allowance toward Basic Rent. Subject to Section 2.2 above, if Tenant has not duly elected, prior to May 31, 2018, to obtain and provide Landlord with proof of insurance coverage, in forms and amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania. All Tenant Alterations shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Tenant requested Landlord’s consent to proposed Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any apply all of the Tenant Improvements). If Tenant fails Allowance to remove any such Tenant Alterations as required by this Paragraph 4.5Basic Rent, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph or the Paragraph captioned “Tenant’s Work Performance” then it shall be deemed a waiver of the provisions of the Paragraph captioned “Mechanic’s Liens”forfeited and will not be available for any purpose.

Tenant Alterations. Following completion of (a) Except for the Tenant ImprovementsLeasehold Improvements constructed in accordance with the Construction Addendum, Tenant shall will not make any alterations, additions or improvements allow to be made any: (i) structural alterations in or to the Premises (individually and collectively “without Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building without first obtaining the written consent of Landlord, which consent may be granted or withheld in the Landlord’s sole and absolute discretion (provided that if Landlord withholds its consent to any alterations required by Applicable Laws, Tenant shall not be deemed to be in breach of its obligations under Section 3.2 hereof); or (ii) any other alterations to the Premises (i.e., other than those listed in clause (i) above), including, without limitation, alterations to the Building Systems, without Tenant first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed. delayed (provided, however, that Landlord’s consent shall not be required for interior, nonstructural alterations which do not affect the Building Systems and which cost less than $250,000.00 per Building to perform each alteration project, but Tenant shall deliver notify Landlord of any such interior, nonstructural alterations). For alterations that require Landlord’s consent, Landlord shall have ten (10) business days within which to review any submission by Tenant to Landlord full and complete of the plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)and, if consent by Landlord is given, all such work shall be performed at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6therefor. If Landlord fails to respond within such period, then Tenant shall notify Landlord in writing of its failure, and if Landlord fails to Tenantrespond to Tenant within two (2) business days after Landlord’s request for approval receipt of the Tenant Alterations Plans within fifteen (15) days of receiptsuch notice, Landlord shall then Landlord’s consent will be deemed to have approved the be granted. All Tenant Alterations Plans. Tenant shall reimburse Landlordalterations (structural, within thirty (30and/or Building Systems and/or exterior and/or interior, nonstructural alterations) days of demand therefor, for all third party costs will be accomplished in a good and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoing, Landlord may require Tenantworkmanlike manner, at Tenant’s sole cost and expense, lien-free, in conformity with all Applicable Laws, and by licensed contractor(s) carrying the insurance required by this Lease (with certificates of insurance delivered to obtain Landlord upon written request during the course of the work; and if request is made for insurance certificates following the end of the work, then such insurance certificates will be delivered to the extent in Tenant’s possession). In addition to the foregoing, with respect to any alterations to be performed by Tenant requiring Landlord’s consent: (x) all such Tenant alterations will be made in accordance with plans and specifications approved in advance by Landlord, such approval of plans and specifications to be granted or deemed granted as aforesaid in this Section; and (y) by a general contractor approved by Landlord in accordance with subsection (b), below; and (z) upon completion of any such work, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts directly between Tenant and such contractor(s), and proof of insurance coverage, in forms payment for all labor and amounts reasonably acceptable materials. Any Tenant alterations to Landlord and the Premises made by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania. All Tenant Alterations shall become the property of Landlord and shall or installed by either party hereto will remain upon and be surrendered with the Premises and become the property of Landlord upon the expiration or earlier termination of this LeaseLease without credit to Tenant; provided thatprovided, ifhowever, Landlord, at its option, may require Tenant to remove any additions and/or alterations in order to restore the Premises to the condition existing at the time Landlord completed the Leasehold Improvements (reasonable wear and tear and tear and damage by casualty and condemnation excepted), with all costs of removal, repair, restoration, or alterations to be borne by Tenant, except for Leasehold Improvements (which Tenant requested shall have no obligation to remove) or if at the time of granting Landlord’s consent to proposed Tenant Alterationssuch alterations, Landlord required specifically acknowledged in writing that Tenant would not be responsible for removing such alterations. This clause will not apply to moveable equipment, furniture, or moveable trade fixtures owned by Tenant, which shall be removed by Tenant at the end of the Term. (b) Without limiting the general requirements as a condition of to Tenant’s contractors as set forth in subsection (a), above, with respect to Tenant alterations requiring Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5consent, Landlord may do so and Tenant shall pay have the right to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after approve Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph general contractor, and subcontractors relating to alterations affecting the structure and/or Building Systems, which approval shall not be unreasonably withheld, conditioned, or the Paragraph captioned “delayed; provided however that Landlord may disapprove Tenant’s Work Performance” shall general contractor or applicable subcontractors only if Landlord has reason to believe that such general contractor is not qualified to do the applicable scope of work for the proposed alteration. (c) If any alterations are to be deemed performed by a waiver subtenant that is not an Affiliate of Tenant, Landlord reserves the provisions of the Paragraph captioned “Mechanic’s Liens”right to require additional reasonable requirements in connection therewith, such as additional information necessary to evaluate proposed contractors.

Tenant Alterations. Following completion of the Tenant Improvements, Tenant shall not make or permit to be made any alterations, additions additions, improvements or improvements installations in or to the Premises (including Telecommunication Facilities), or place signs or other displays visible from outside the Premises (individually and collectively “Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building ), without first obtaining the consent of Landlord which may be withheld in Landlord’s reasonable discretion. If Landlord fails to respond to Tenant’s request within fifteen (15) days after the receipt of Tenant’s request, which consent Tenant shall give Landlord a second notice. Landlord’s failure to respond to Tenant’s second notice within ten (10) days after the receipt of Tenant’s request shall be deemed to be Landlord’s approval of the proposed Tenant Alterations. Notwithstanding the foregoing, Tenant, without Landlord’s prior written consent, but with prior notice thereto, shall be permitted to make non-structural Tenant Alterations to the Building, provided that (a) Tenant shall deliver to Landlord in writing approximately thirty (30) days prior to commencement of the Tenant Alterations a general description of the Tenant Alterations Tenant intends to make, (b) the cost of such Tenant Alteration does not be unreasonably withheldexceed Twenty-Five Thousand and No/100 Dollars ($25,000.00) individually, conditioned (c) Tenant shall notify Landlord in writing within thirty (30) days of completion of the Tenant Alteration and deliver to Landlord a set of the plans and specifications therefor, either “as-built” or delayedmarked to show construction changes made, and (d) Tenant shall, upon Landlord’s request made within ten (10) days after the notice referred to in clause (c), remove the Tenant Alteration at the termination of the Lease and restore the Premises to their condition prior to such Tenant Alteration. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)andand, if consent by Landlord is given, all such work shall be performed at Tenant’s expense by one or more contractors selected Landlord or, with Landlord’s consent, by Tenant and approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse be authorized to perform Tenant Alterations only to the extent and under such terms and conditions as Landlord, within thirty (30) days of demand thereforin its absolute discretion, for all third party costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoing, Landlord may require Tenant, at Tenant’s sole cost and expense, to obtain and provide Landlord with proof of insurance coveragespecify which, in forms all events, shall include compliance with paragraph 5.8 (“Work Performance and amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of PennsylvaniaResponsible Contracting”). All Tenant Alterations performed by Tenant shall become the property of Landlord and shall remain upon and be surrendered (1) completed in accordance with the Premises upon the expiration or earlier termination plans and specifications approved by Landlord; (2) completed in accordance with all Governmental Requirements; (3) carried out promptly in a good and workmanlike manner; (4) of this Leaseall new materials; provided that, if, at the time Tenant requested Landlord’s consent to proposed Tenant Alterations, Landlord required as a condition and (5) free of Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated defects in such ** Portions of this exhibit have been omitted materials and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph or the Paragraph captioned “Tenant’s Work Performance” shall be deemed a waiver of the provisions of the Paragraph captioned “Mechanic’s Liens”workmanship.

Tenant Alterations. Following completion of the Tenant Improvements, Tenant shall not make any alterations, additions or improvements in or to the Premises Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing, wiring or Telecommunication Facilities (individually and collectively “Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building ), without first obtaining the consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed provided such alterations, conditioned additions or delayedimprovements are entirely within the Premises and do not impact any structural components of the Building or any building systems. Notwithstanding the foregoing, Tenant may make interior non-structural Alterations which do not affect any of the Building’s mechanical, HVAC, electrical, plumbing or other systems without the consent of the Landlord provided that the aggregate cost of such Alterations does not exceed Twenty Thousand Dollars ($20,000.00) (“Permitted Alterations”) in any period of twelve (12) consecutive calendar months. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (including Permitted Alterations). If Tenant’s plans and specifications are submitted to Landlord with a notice expressly stating that Landlord’s failure to disapprove such plans and specifications within ten (10) Business Days after Landlord’s receipt thereof and Landlord fails to disapprove the “Tenant Alterations Plans”)andsame within such ten (10) Business Day period, if such plans and specifications shall be deemed approved. If consent by Landlord is given or deemed given, all such work shall be performed at Tenant’s expense by one Landlord or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenantat Landlord’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Planselection. Tenant shall reimburse pay to Landlord, within thirty ten (3010) days Business Days of demand therefor, for receipt of an invoice from Landlord all third party reasonable costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord for any architecture, engineering, supervisory and/or legal services in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the connection with any Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) including, without limitation, Landlord’s review of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such workplans and specifications. Without limiting the generality of the foregoing, Landlord may require TenantTenant (if Landlord has elected to require Tenant to perform the Tenant Alterations), at Tenant’s sole cost and expense, to obtain and provide Landlord with proof of insurance coveragecoverage and a payment and performance bond, in forms forms, amounts and amounts by companies reasonably acceptable to Landlord. Should Tenant make any alterations without Landlord’s prior written consent, or without satisfaction of any conditions established by Landlord, Landlord shall have the right, in addition to and by companies licensed in the Commonwealth without limitation of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania. All Tenant Alterations shall become the property of any right or remedy Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of may have under this Lease; provided that, if, at the time law or in equity, to require Tenant requested Landlord’s consent to proposed remove some or all of Tenant Alterations, Landlord required as a condition of or at Landlord’s approval that Tenant election, Landlord may remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to restore the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after at Tenant’s receipt of Landlord’s written demand thereforexpense. Nothing contained in this Paragraph paragraph or the Paragraph paragraph captioned “Tenant’s Work Performance” shall be deemed a waiver of the provisions of the Paragraph paragraph captioned “Mechanic’s Liens”. Notwithstanding anything to the contrary contained herein, the terms of this paragraph 4.4 shall not apply to the Tenant improvements.

Tenant Alterations. Following completion of the After Tenant ImprovementsImprovements are completed and Tenant ------------------ has taken occupancy, Tenant shall not make any alterations, additions or improvements in or to the Premises Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring (individually and collectively “"Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building "), without ------------------ first obtaining the consent of Landlord which may be withheld in Landlord, which consent shall not be unreasonably withheld, conditioned or delayed's discretion. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)andand, if consent by Landlord is given, all such work shall be performed at Tenant’s 's expense by one Landlord or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within thirty (30) days upon receipt of demand therefor, for all third party out-of-pocket costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, related to its review of Tenant's plans and specifications (regardless of whether Landlord approves Tenant’s 's request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work). Without limiting the generality of the foregoing, Landlord may require Tenant, at Tenant’s 's sole cost and expense, to obtain and provide Landlord with proof of insurance coverage, in forms and forms, amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed acceptable to do business in the Commonwealth of PennsylvaniaLandlord. All Tenant Alterations to the Premises, regardless of which party constructed them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Landlord's election and upon notice to Tenant requested Landlord’s consent prior to proposed ------------- commencing Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, upon the expiration or earlier termination of this Lease, Tenant shall be required to remove some or all of the Tenant Alterations as designated in such ** Portions of this exhibit have been omitted and filed separately pursuant Landlord's notice to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements)Tenant. If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5Landlord's consent, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal entire cost thereof plus an administrative charge of [**] fifteen percent ([**]15%) within thirty ten (3010) calendar days after Tenant’s 's receipt of Landlord’s 's written demand therefor. Nothing contained in this Paragraph paragraph or the Paragraph paragraph captioned “"Tenant’s 's Work Performance” " shall ------------------------- be deemed a waiver of the provisions of the Paragraph paragraph captioned “"Mechanic’s 's ---------- Liens”". Notwithstanding anything contained above to the contrary, Tenant may ----- perform Tenant Alterations which do not exceed $10,000 in cost; provided that such Tenant Alterations do not affect any structural elements or mechanical or other operating systems of the Building or the Premises, and provided further that Tenant shall give Landlord not less than ten (10) Business Days prior written notice of the contemplated Tenant Alterations, providing reasonable detail and copies of the plans thereof.

Tenant Alterations. Following completion of the Tenant Improvements, Tenant shall not make any alterations, additions or improvements in or to the Premises Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring (individually and collectively “"Tenant Alterations”") with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building without first obtaining the consent of Landlord which may be withheld in Landlord, which consent shall not be unreasonably withheld, conditioned or delayed's discretion. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)andand, if consent by Landlord is given, all such work shall be performed at Tenant’s 's expense by one Landlord or more contractors selected by Tenant at Landlord's election and by contracts previously approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within thirty (30) days of demand therefor, for all third party costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoing, Landlord may require TenantTenant (if Landlord has elected to require Tenant to perform the Tenant Alterations), at Tenant’s 's sole cost and expense, to obtain and provide Landlord with proof of insurance coveragecoverage and a payment and performance bond, in forms and forms, amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed acceptable to do business in the Commonwealth of PennsylvaniaLandlord. All Tenant Alterations to the Premises, regardless of which party constructed them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Tenant requested unless Landlord’s 's consent to proposed Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, Alterations is conditioned upon Tenant removing the Tenant Alterations upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5Landlord's consent, Landlord may do so and Tenant shall pay the entire cost thereof to Landlord the actual costs of such removal plus an administrative charge of [**] percent within ten ([**]%10) within thirty (30) calendar days Business Days after Tenant’s 's receipt of Landlord’s 's written demand therefor, which obligation shall survive expiration or earlier termination of the Lease. Tenant shall reimburse Landlord, upon receipt of demand therefore, for all out-of-pocket costs and expenses incurred by Landlord related to its review of Tenant's plans and specifications (regardless of whether Landlord approves Tenant's request) and Tenant's construction. Nothing contained in this Paragraph paragraph or the Paragraph paragraph captioned “" Tenant’s 's Work Performance” " shall be deemed a waiver of the provisions of the Paragraph paragraph captioned “"Mechanic’s 's Liens”".

Tenant Alterations. Following completion From time to time during the Lease Term Tenant may, at its own expense and after giving Landlord written notice of its intention to do so, make alterations, additions and changes in and to the non-structural, non-mechanical portions of the Tenant Improvementsinterior of the Premises (except those of a structural nature) as it may find necessary or convenient for its purposes, Tenant shall provided that the value of the Premises is not make any thereby diminished, and provided, however, that no alterations, additions or improvements in or to the Premises (individually and collectively “Tenant Alterations”) with an estimated cost changes costing in excess of Five Thousand Dollars ($[**] 5,000.00) in the aggregate in any twelve (12) consecutive month period may be made without first obtaining Landlord’s prior written approval. In addition, no Bay Tech Gross Office Lease Dance Biopharm, Inc. alterations, additions or which will impact the changes shall be made to any structural portions of the Building Premises, mechanical, or to the mechanical systems exterior of the Building Premises, including without limitation, the walls or roof of the Premises, nor shall Tenant erect any mezzanine, unless and until the written consent and approval of Landlord shall have first obtaining the consent of Landlordbeen obtained, which approval may be given or withheld in Landlord’s sole and absolute discretion. Any request for Landlord’s consent shall not be unreasonably withheld, conditioned or delayedmade in writing and shall contain architectural plans describing the Alterations in detail reasonably satisfactory to Landlord. Tenant shall deliver As a condition to Landlord full and complete plans and specifications for giving any proposed Tenant Alterations (the “Tenant Alterations Plans”)and, if consent by Landlord is given, all such work shall be performed at Tenant’s expense by one or more contractors selected by Tenant and approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within thirty (30) days of demand therefor, for all third party costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoingconsent, Landlord may require Tenantrequire, among other conditions, that (a) Tenant agree to remove any such alterations, additions, or changes at the expiration of the Lease Term and to restore the Premises to their prior condition if Landlord so elects at the end of the Lease Term, and/or (b) Tenant provide Landlord at Tenant’s sole cost and expenseexpense a lien and completion bond in an amount equal to one and one-half times the estimated cost of such improvements, to obtain insure Landlord against any liability for mechanics’ and provide materialmen’s liens and to insure completion of the work. Tenant understands and agrees that Landlord with proof of insurance coverage, in forms and amounts reasonably acceptable shall be entitled to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed to do business in the Commonwealth of Pennsylvania. All Tenant supervision fee for any Alterations shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Tenant requested for which Landlord’s consent is required herein. Such supervision fee shall be in an amount equal to proposed two percent 2% of the cost of any such work. In no event shall Tenant Alterations, Landlord required as a condition make or cause to be made any penetration through the roof of the Premises without the prior written approval of Landlord. Tenant shall be directly responsible for any and all damages resulting from any violation of the provisions of this Article. Nothing in this Article 10.1 shall diminish or change Landlord’s approval that Tenant remove such Tenant Alterationsright, then, upon the expiration or earlier termination as provided in Article 27.3 of this Lease, to designate at the end of the Lease Term those Alterations installed by Tenant shall remove which Landlord will require to be removed prior to Tenant’s surrender of the Tenant Alterations designated Premises to Landlord, as further described in such ** Portions Article 27.3 of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5, Landlord may do so and Tenant shall pay to Landlord the actual costs of such removal plus an administrative charge of [**] percent ([**]%) within thirty (30) calendar days after Tenant’s receipt of Landlord’s written demand therefor. Nothing contained in this Paragraph or the Paragraph captioned “Tenant’s Work Performance” shall be deemed a waiver of the provisions of the Paragraph captioned “Mechanic’s Liens”Lease.

Tenant Alterations. Following completion of the Tenant Improvements, Tenant shall not make any alterations, additions or improvements in or to the Premises Premises, or make changes to locks on doors, or add, disturb or in any way change any floor covering, wall covering, fixtures, plumbing or wiring (individually and collectively “"Tenant Alterations”) with an estimated cost in excess of $[**] or which will impact the structural portions of the Building or the mechanical systems of the Building "), without first obtaining the consent of Landlord. Landlord's consent may be reasonably withheld if in Landlord's reasonable discretion any of the proposed Tenant Alterations, which consent in whole or in part, shall have an adverse impact on the Building's structural elements, common areas or operating systems, or compromise the security of the Building or do not appear to be unreasonably withheldin keeping with Class A office buildings located in the Burlington, conditioned or delayedMassachusetts market area. Tenant shall deliver to Landlord full and complete plans and specifications for any proposed Tenant Alterations (the “Tenant Alterations Plans”)andand, if consent by Landlord is given, all such work shall be performed at Tenant’s 's expense by one Landlord or more contractors selected by Tenant at Landlord's election and by contracts previously approved by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s request for approval of the Tenant Alterations Plans within fifteen (15) days of receipt, Landlord shall be deemed to have approved the Tenant Alterations Plans. Tenant shall reimburse Landlord, within thirty (30) days of demand therefor, for all third party costs and expenses (including the fees of reviewing architects and engineers) incurred by Landlord in reviewing the Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s request. Upon completion of the Tenant Alterations, Tenant shall pay Landlord a construction management fee equal to [**] percent ([**]%) of the total cost of any Tenant Alterations to compensate Landlord for the services to be provided by the Manager to Landlord with respect to the review of such work. Without limiting the generality of the foregoing, Landlord may require TenantTenant (if Landlord has elected to require Tenant to perform the Tenant Alterations), at Tenant’s 's sole cost and expense, to obtain and provide Landlord with proof of insurance coveragecoverage and a payment and performance bond, in forms and forms, amounts reasonably acceptable to Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well as with evidence that Tenant’s contractor is bondable at standard rates with a reputable surety company licensed acceptable to do business in the Commonwealth of PennsylvaniaLandlord. All Tenant Alterations to the Premises, regardless of which party constructed them, shall become the property of Landlord and shall remain upon and be surrendered with the Premises upon the expiration or earlier termination of this Lease; provided that, if, at the time Tenant requested unless Landlord’s 's consent to proposed Tenant Alterations, Landlord required as a condition of Landlord’s approval that Tenant remove such Tenant Alterations, then, Alterations is conditioned upon Tenant removing the Tenant Alterations upon the expiration or earlier termination of this Lease, Tenant shall remove the Tenant Alterations designated in such ** Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. consent(s) and repair any damages to the Premises caused by such removal (it being understood that nothing herein requires Tenant to remove any of the Tenant Improvements). If Tenant fails to remove any such Tenant Alterations as required by this Paragraph 4.5Landlord's consent, Landlord may do so and Tenant shall pay the entire cost thereof to Landlord the actual costs of such removal plus an administrative charge of [**] percent within ten ([**]%10) within thirty (30) calendar days Business Days after Tenant’s 's receipt of Landlord’s 's written demand therefor, which obligation shall survive expiration or earlier termination of the Lease. Tenant shall reimburse Landlord, upon receipt of demand therefor, for all out-of-pocket costs and expenses incurred by Landlord related to its review of Tenant's plans and specifications (regardless of whether Landlord approves Tenant's request) and Tenant's construction. Nothing contained in this Paragraph paragraph or the Paragraph paragraph captioned “"Tenant’s 's Work Performance” " shall be deemed a waiver of the provisions of the Paragraph paragraph captioned “"Mechanic’s 's Liens”".