Common use of Tenant’s Plans Clause in Contracts

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. (i) Tenant shall diligently pursue be solely responsible for the preparation of all the final architectural, electrical and mechanical construction drawings, plans and specifications (called “Tenant’s Plans”) necessary to construct the Relocation Premises for Tenant Improvements in accordance with this Paragraph 2(b). All such plansTenant’s occupancy, drawings and specifications which plans shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for approval by Landlord’s architect and engineers on or before June 1, 2012, and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings ’s Plans shall comply with all applicable regulations, laws, ordinances, codes their requirements to avoid aesthetic or other conflicts with the design and rulesfunction of the balance of the Building. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretionarchitect and engineers shall respond to any plan submission by Tenant within five (5) Business Days after Landlord’s receipt thereof. Within ten In the event Landlord’s architect’s or engineers’ approval of Tenant’s Plans is withheld or conditioned (10) business days after and such submissionapproval shall not be unreasonably withheld or conditioned), Landlord shall either approve send written notification thereof to Tenant and include a reasonably detailed statement identifying the reasons for such refusal or disapprove the space plan. condition, and Tenant shall make any changes necessary in order have the plans revised by its architect to correct any item identified incorporate all reasonable objections and conditions presented by Landlord as grounds for its disapproval, and shall resubmit the correct space plan such plans to Landlord within ten (10) business days after receipt of Landlord’s notice of disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure Such process shall be repeated followed until the space plan is finally plans shall have been approved by Landlord the Landlord’s architect and written approval has been delivered to Tenantengineer without unreasonable objection or condition, except that after the initial five-(5)-Business-day period, any further submissions/resubmissions shall be made within three (3) Business Days. If Landlord fails to approve or disapprove any submission respond to submitted plans within the required time applicable period Landlord set forth above, then the September 10, 2012, date set forth in the table incorporated in Section III.A below shall be deemed to have disapproved extended on a day-for-day basis for each day that any such submissionfailure continues. Landlord has approved Without limiting the space plan foregoing, Tenant shall be responsible for Building 2all elements of the design of Tenant’s plans (including, a copy without limitation, compliance with law, functionality of which is attached hereto as Schedule 2 (design, the “Building 2 Space Plan”structural integrity of the design, the configuration of the Relocation Premises and the placement of Tenant’s furniture, appliances and equipment), subject to and Landlord’s right to review approval of Tenant’s Plans shall in no event relieve Tenant of the responsibility for such design. Tenant shall be solely responsible for the timely preparation and approve submission of all such Tenant Plans and for all elements of the Working Drawings, design of such Tenant’s Plans and for all costs related thereto. (The word “architect” as used in this Section II (C) shall include an interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) belowdesigner or space planner.).

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) 10 business days after such submissionreceipt of Tenant’s Plans, Landlord shall review and either approve or disapprove Tenant’s Plans. If Landlord disapproves Tenant’s Plans, or any portion thereof. Landlord shall notify Tenant thereof and of the space planrevisions Landlord requires before Landlord will approve Tenant’s Plans. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) Within 10 business days after Landlord’s disapprovalnotice, Tenant shall submit to Landlord, for Landlord’s review and approval, plans and specifications incorporating the required revisions. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally The final plans and specifications approved by Landlord are hereinafter referred to as the “Approved Construction Documents”. Tenant will employ experienced, licensed contractors, architects, engineers and written approval has been delivered other consultants, approved by Landlord, to construct the Tenant Work and will require in the applicable contracts that such parties (a) carry insurance in such amounts and types of coverages as are reasonably required by Landlord, and (b) design and construct the Tenant Work in a good and workmanlike manner and in compliance with all laws. Unless otherwise agreed to in writing by Landlord and Tenant. If Landlord fails to approve or disapprove any submission within , all work involved in the required time period Landlord construction and installation of the Tenant Work shall be deemed carried out by Tenant’s contractor under the sole direction of Tenant, in compliance with all Building rules and regulations and in such a manner so as not to have disapproved such submissionunreasonably interfere with or disturb the operations, business, use and enjoyment of the Project by other tenants in the Building or the structural calculations for imposed loads. Tenant shall obtain from its contractors and provide to Landlord has approved a list of all subcontractors providing labor or materials in connection with any portion of the space plan for Building 2Tenant Work prior to commencement of the Tenant Work. Tenant warrants that the design, a copy construction and installation of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”)Tenant Work shall conform to the requirements of all applicable laws, subject to Landlord’s right to review including building, plumbing and approve the Working Drawings, interior color electrical codes and finishes, materials, specificationsparameters, and other items pursuant to Paragraph 2(b)(ii) and (iii) belowthe requirements of any authority having jurisdiction over, and further subject to compliance and conformance or with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)respect to, such Tenant Work.

Tenant’s Plans. (i) Tenant shall diligently pursue submit to Landlord, no later than the preparation of all drawingsTenant Plans Date, plans a detailed floor plan layout together with working drawings (the “Tenant’s Submission”) for Tenant’s Work. Such floor plan layout and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, working drawings and specifications (the “Plans”) shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenantcontain at least the information required by, and shall include conform to the following: requirements of, Exhibit B-3. Provided that the Plans contain at least the information required by, and conform to the requirements of, said Exhibit B-3, Landlord’s approval of the Plans shall not be unreasonably withheld, conditioned or delayed and shall be conclusively deemed granted unless Landlord reasonably disapproves thereof in writing within fifteen (i15) a space plan for days of Landlord’s receipt thereof; however, Landlord’s determination of matters which may impact the Premises; (ii) complete architectural, engineering and other plans for structure of the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings Building shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval be in Landlord’s sole discretion. Within ten (10) business days after such submissionIf Landlord disapproves of any Plans, Landlord shall either approve or disapprove the space plan. so notify Tenant within fifteen (15) days of Landlord’s receipt thereof, and Tenant shall make any changes necessary in order have the Plans revised by Tenant’s Architect to correct any item identified incorporate all objections and conditions presented by Landlord as grounds and shall resubmit such revised Plans to Landlord and Landlord shall be conclusively deemed to have approved the same and shall be conclusively deemed granted unless Landlord reasonably disapproves thereof in writing within seven (7) days of Landlord’s receipt thereof (or any subsequent set of comments/revisions). Such process shall be followed until the Plans shall have been approved by the Landlord without unreasonable objection or condition.If for its disapprovalany reason Tenant desires to materially modify or amend the Plans, or to vary therefrom in any material respect, Tenant shall so notify Landlord and submit any such material modification, to Landlord for Landlord’s review and approval, which approval shall not be unreasonably withheld, delayed or conditioned, and shall resubmit be conclusively deemed granted if Landlord does not notify Tenant in writing of its disapproval of the correct space plan to Landlord same within ten seven (107) business days after Landlordfollowing Xxxxxxxx’s disapprovalreceipt thereof. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally The Plans so approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed referred to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto herein as Schedule 2 (the “Building 2 Space PlanApproved Plans”. 00 Xxxxxxxx Xxxxxx - Fractyl (FINAL), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) 10 business days after such submissionreceipt of Tenant’s Plans, Landlord shall review and either approve or disapprove Tenant’s Plans. If Landlord disapproves Tenant’s Plans, or any portion thereof, Landlord shall notify Tenant thereof and of the space planrevisions Landlord requires before Landlord will approve Tenant’s Plans. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) Within 10 business days after Landlord’s disapprovalnotice, Tenant shall submit to Landlord, for Landlord ‘s review and approval, plans and specifications incorporating the required revisions. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally The final plans and specifications approved by Landlord are hereinafter referred to as the “Approved Construction Documents”. Tenant will employ experienced, licensed contractors, architects, engineers and written approval has been delivered other consultants, approved by Landlord, to construct the Tenant Work and will require in the applicable contracts that such parties (a) carry insurance in such amounts and types of coverages as are reasonably required by Landlord, (b) list the Landlord and its partners as additional insureds, and (c) design and construct the Tenant Work in a good and workmanlike manner and in compliance with all laws. Unless otherwise agreed to in writing by Landlord and Tenant. If Landlord fails to approve or disapprove any submission within , all work involved in the required time period Landlord construction and installation of the Tenant Work shall be deemed carried out by Tenant’s contractor under the sole direction of Tenant, in compliance with all Building rules and regulations and in such ·a manner so as not to have disapproved such submissionunreasonably interfere with or disturb the operations, business, use and enjoyment of the Project by other tenants in the Building or the structural calculations for imposed loads. Tenant shall obtain from its contractors and provide to Landlord has approved a list of all subcontractors providing labor or materials in connection with any portion of the space plan for Building 2Tenant Work prior to commencement of the Tenant Work. Tenant warrants that the design, a copy construction and installation of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”)Tenant Work shall conform to the requirements of all applicable laws, subject to Landlord’s right to review including building, plumbing and approve the Working Drawings, interior color electrical codes and finishes, materials, specificationsparameters, and other items pursuant to Paragraph 2(b)(ii) and (iii) belowthe requirements of any authority having jurisdiction over, and further subject to compliance and conformance or with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)respect to, such Tenant Work.

Tenant’s Plans. In connection with the performance of the work necessary to prepare the Premises for Tenant’s occupancy and business operations, including without limitation, the construction of a corridor within the Premises and the installation of all furniture and fixtures (“Tenant’s Work”), Tenant shall submit to Landlord for Landlord’s approval (i) Tenant shall diligently pursue the preparation name of all drawingsand other reasonably requested information regarding Tenant’s proposed architect, plans HVAC and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plansMEP engineers and general contractor, drawings and specifications shall be performed by an architect and/or Landlord hereby pre-approving AHA Consulting Engineers (“AHA”) as the MEP engineer (as applicable) reasonably acceptable to Landlord and if AHA is not selected by Tenant, and shall include Landlord reserves the following: (i) right to require that Tenant use a space plan for the PremisesMEP engineer selected by Landlord); (ii) complete architecturala set of design/ development plans sufficient for Landlord to approve Tenant’s proposed design of the Premises (the “Design/ Development Plans”), engineering and other plans for the Tenant Improvements; and (iii) a list full set of tenant improvement building standards construction drawings (“Final Construction Drawings”) for interior design, including a schedule (e.g. color palate, material board Tenant’s Work. The Design/ Development Plans and spec sheets) of all interior color and finishes. Items (ii) and (iii) above the Final Construction Drawings are collectively referred to herein as the “Working Plans.” Landlord’s approval of the architect, HVAC and MEP engineers and general contractor shall not be unreasonably withheld, conditioned or delayed. Landlord’s approval of the Design/Development Plans (and the Final Construction Drawings”. The space plan and Working , provided that the Final Construction Drawings are consistent with the Design/Development Plans), shall not be unreasonably withheld, conditioned or delayed provided the Plans comply with all applicable regulations, laws, ordinances, codes the requirements to avoid aesthetic or other conflicts with the design and rulesfunction of the balance of the Building and the Property. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretionapproval is solely given for the benefit of Landlord and Tenant under this Section 3.4(a) and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the Plans for any other purpose whatsoever. Within ten Landlord agrees to respond to any request for approval of the Plans within twenty (1020) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)receipt thereof.

Tenant’s Plans. All improvements to the Premises in excess of the Base Building Work (iincluding those items designated "Tenant Work" in Schedule II) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant at Tenant, 's expense and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are be collectively referred to herein as “Working Drawings”the "Tenant Work." Tenant's plans and working drawings for the Tenant Work ("Tenant's Plans") shall be prepared by architects and engineers employed and paid by Tenant (subject to application of the Tenant Work Credit (as hereinbelow defined) toward such costs). The space plan and Working Drawings Tenant's Plans shall comply with all applicable regulations, laws, ordinances, codes rules and rulesregulations and other requirements of any governmental authorities having or asserting jurisdiction over the Premises or the Building. Tenant Landlord's approval of Tenant's Plans shall submit its space plan not be construed or deemed to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review be a representation or warranty by Landlord that Tenant's Plans comply with the rules and approval in Landlord’s sole discretion. Within ten (10) business days after such submissionregulations of any governmental authorities having or asserting jurisdiction over the Premises or the Building; however, Landlord shall either approve or disapprove the space plannotify Tenant of any failure in such compliance of which Landlord is aware. Tenant shall make Tenant's Plans, and any changes necessary or modifications thereof requested by Tenant, shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall respond to any request for approval of Tenant's Plans, or any portion or progress set thereof, or any modifications thereto, as promptly as reasonably possible and in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord event within ten (10) business days after Landlord’s disapproval. Within ten in the case of the original complete set of Tenant's Plans and any structural modifications thereto and within two (102) business days after Landlord received in the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered case of any nonstructural modifications to Tenant's Plans. If In the event Landlord fails disapproves Tenant's Plans or any portion thereof or any modifications thereto, Landlord's notice of disapproval shall specify in detail the reasonable basis for such disapproval. Tenant shall promptly make such revisions to approve or disapprove any submission within the required time period Landlord shall Tenant's Plans as may be deemed necessary to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to address Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications's reasonable objections, and other items pursuant shall resubmit Tenant's Plans to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).Landlord for Landlord's

Tenant’s Plans. In connection with the performance of the work necessary to prepare the Premises for Tenant’s initial occupancy and business operations, including without limitation, the installation of all furniture and fixtures (“Tenant’s Work”), (A) Tenant has submitted to Landlord, and Landlord has approved, a preliminary description of certain aspects of Tenant’s Work attached hereto as Exhibit 3C (“Tenant’s Program”), and (B) Tenant shall submit to Landlord for Landlord’s approval (i) Tenant shall diligently pursue the preparation name of all drawingsand other reasonably requested information regarding Xxxxxx’s proposed architect, plans licensed structural engineer, HVAC and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings MEP engineers and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premisesgeneral contractor; (ii) complete architecturalon or before July 15, engineering and other 2013, a set of schematic plans for Xxxxxx’s proposed design of the Tenant Improvements; and Premises (the “Schematic Plans”), (iii) a list on or before September 30, 2013, an initial set of tenant improvement building standards for interior designpermit plans sufficient to permit Tenant to commence Tenant’s Work (“Permit Plans”), including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iiiiv) above on or before October 31, 2013, a full set of construction drawings (“Final Construction Drawings”) for Tenant’s Work. The Schematic Plans, the Permit Plans and the Final Construction Drawings are collectively referred to herein as the “Working Drawings”Plans.” Xxxxxxxx’s approval of the architect, HVAC and MEP engineers and general contractor shall not be unreasonably withheld, conditioned or delayed. The space plan Landlord acknowledges that the architect, HVAC and Working Drawings MEP engineers and general contractor listed on Exhibit 3D attached hereto are hereby approved. Xxxxxxxx’s approval of the Plans shall comply with all applicable regulationsnot be unreasonably withheld, laws, ordinances, codes conditioned or delayed. Xxxxxxxx’s approval is solely given for the benefit of Landlord and rules. Tenant under this Section 3.3(a) and neither Tenant nor any third party shall submit its space plan have the right to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in rely upon Landlord’s sole discretionapproval of the Plans for any other purpose whatsoever. Within ten (10) business days after such submission, Landlord shall either approve or disapprove Xxxxxxxx agrees to respond to any request for approval of the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord Plans within ten (10) business days after Landlord’s disapproval. Within ten receipt thereof and to respond to any re-submitted request for approval of the Plans following initial submittal of the same within three (103) business days after Landlord received the revised space plan, receipt thereof. Landlord shall approve cooperate with Tenant, at Tenant’s sole cost and expense, in connection with Tenant’s application for any state or disapprove it. This procedure municipal permits or approvals required in connection with the design, construction or maintenance of Tenant’s Work, including signing applications therefor to the extent required of building or property owners; provided, however, in no event shall Tenant apply for any special permits or variances from the Town of Lexington without Landlord’s approval, not to be repeated until the space plan is finally unreasonably withheld, conditioned or delayed, it being understood and agreed that in no event shall any special permit or variance for which Tenant applies impose any conditions on Landlord unless approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)its sole discretion.

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably If Tenant's Preliminary Plans are not acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”Landlord will so notify Tenant with required changes noted. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review If Landlord so notifies Tenant of any required change to the Preliminary Plans, Tenant will cause the same to be revised and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan resubmitted to Landlord within ten (10) business 7 days after Landlord’s disapprovalreceipt of such notice. Within ten (10) business 15 days after Landlord received notifies Tenant of Landlord's approval of the revised space planPreliminary Plans, Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord shall approve or disapprove itfor its approval. This procedure shall be repeated until The Construction Documents must strictly conform to the space plan is finally Preliminary Plans approved by Landlord and written must be in all respects sufficient for the purpose of obtaining a building permit for Tenant's Work. If required by Landlord, Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval has been delivered within 7 days after Landlord notifies Tenant of any required changes. Tenant's Work will not commence prior to TenantLandlord's approval of the Construction Documents. If Landlord fails to approve deliver to Tenant Landlord's written approval or disapprove its written request for revisions within five business days 15 days after Landlord receives any submission within submittal by Tenant of Preliminary Plans, Construction Documents or any required revisions to them, Tenant will receive a credit against Base Rent beginning on the required time period Commencement Date equal to one day's Base Rent for each day subsequent to the fifth business day 15th day after Tenant's submittal until the day of Landlord's response. Except as provided in Paragraph 2 above, no delays in the design, or performance of Tenant's Work will change the Start Date or the Commencement Date. Upon completion of Tenant's Work, Tenant will provide Landlord shall be deemed a complete set of reproducible as-built plans of the Premises. If Tenant fails to have disapproved provide such submission. plans, Landlord has approved the space plan for Building 2may obtain them, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specificationsdirectly or by field verification, and other items pursuant charge Tenant for all costs incurred by Landlord in doing so. No approval by Landlord of the Preliminary Plans, the Construction Documents or any revisions to Paragraph 2(b)(ii) and (iii) belowthem will constitute a representation or warranty by Landlord as to the adequacy or sufficiency of such plans, and further subject or the improvements to compliance and conformance with which they relate, for any use, purpose or condition, but such approval will merely be the Minimum Specifications (as defined consent of Landlord to the construction or installation of improvements in Paragraph 2(b)(iii) below)the Premises according to such plans.

Tenant’s Plans. (i) Tenant As used herein, the term "Tenant's Plans" shall diligently pursue the preparation of all drawings, mean full and detailed architectural and engineering plans and specifications for all improvements to the Premises necessary to operate the Premises for the purpose permitted under the Lease (other than any improvements to be constructed as part of the Landlord's Work), as approved by Landlord under this Section 3(b), together with any changes thereto approved by Landlord under Section 3(d) below. The Tenant's Plans shall include, without limitation, architectural, mechanical, HVAC, electrical and plumbing working drawings for the Premises. Tenant Improvements in accordance shall cause the Tenant's Plans to be consistent with this Paragraph 2(band conform to the Preliminary Plans and the Final Plans so as to integrate the Tenant's Work (and the design thereof) into and with the Building (including, without limitation, with respect to the structural elements of the Building and its HVAC, utility and mechanical systems). All such plansWithout limiting the generality of the immediately preceding sentence, drawings Tenant shall design the Tenant's Work so that the kitchen equipment to be installed in the Premises as part of the Tenant's Work and specifications the air circulation and ventilation system described in and contemplated by Article 34 of the Lease (and to be constructed as part of the Tenant's Work) shall be performed connected by an architect and/or engineer Tenant's Contractors to the two (2) kitchen exhaust ducts (the "Kitchen Ducts") located or to be located in the Building's mechanical shaft, all as applicableshown in the Preliminary Plans (and to be shown in the Final Plans) reasonably acceptable and constructed or to be constructed as part of the Building. Subject to Section 36.13 of the Lease, Tenant may use one Kitchen Duct to accommodate Tenant's kitchen 83 equipment, and Tenant may use one Kitchen Duct to accommodate such air circulation and ventilation system. The Tenant's Plans shall be subject to the approval of Landlord and all applicable local governmental authorities. The draft of the Tenant's Plans submitted to Landlord and Tenant, and shall include the followingpursuant to Section 3(a) above shall: (i) a space plan for be prepared by Tenant's architects and consultants, after such parties have exercised due diligence in connection with the Premises; preparation of the Tenant's Plans (including, without limitation, familiarizing themselves with the Preliminary Plans and the applicable provisions of the City of Chicago building code), and (ii) complete architecturalto the best knowledge, engineering information and other plans for the Tenant Improvements; belief of Tenant's architects and consultants (iii) a list of tenant improvement building standards for interior designafter exercising such due diligence), including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulationslaws, lawscodes, ordinances, codes rules, regulations and rulesrequirements of the City of Chicago necessary to obtain a building permit for the Tenant's Work. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve give its approval or disapprove disapproval of the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord Tenant's Plans within ten (10) business days after receipt thereof by Landlord’s disapproval, and if Landlord disapproves the Tenant's Plans (or any revisions thereto), Landlord shall provide a reasonably detailed explanation of the reasons for its disapproval and suggested changes to be made in order to obtain Landlord's approval. Within Landlord agrees not to unreasonably withhold its approval of the Tenant's Plans; provided, however, that Landlord shall not be deemed to have acted unreasonably if it withholds its approval because, in Landlord's opinion: (i) the Tenant's Work is likely to affect adversely the structure or HVAC, utility or mechanical systems of the Project or the safety of the Project and its occupants; (ii) the Tenant's Work would materially increase the cost of operating the Project or any component part thereof; (iii) the Tenant's Work would violate any laws, codes, ordinances or governmental rules or regulations; (iv) the Tenant's Work would violate any covenants, conditions or restrictions of record (including, without limitation, the Easement Agreement, the Original Operating Agreement or the Amended Operating Agreement, as any of the foregoing may be amended and/or amended and restated from time to time); (v) the Tenant's Work contains or uses hazardous or toxic materials; or (vi) the Tenant's Work would adversely affect the appearance of the Project or the Landlord's Property. The foregoing reasons, however, shall not be exclusive of the reasons for which Landlord may withhold consent, whether or not such other reasons are similar to or dissimilar from the foregoing. In order to expedite preparation of the final Tenant's Plans and the approval process, Tenant shall deliver to Landlord space plans, schematic drawings, design development documents, and preliminary plans and specifications for the Tenant's Work as such materials are prepared, and Landlord shall cooperate with Tenant by discussing or reviewing such materials with Tenant, at Tenant's request, prior to completion of the full, final detailed Tenant's Plans. If Landlord notifies Tenant that changes are required to the Tenant's Plans submitted by Tenant, Tenant shall, within ten (10) business days after Landlord received thereafter, submit to Landlord, for its approval, the revised space planTenant's Plans as amended in accordance with the changes so required. The Tenant's Plans shall also be revised, Landlord shall approve or disapprove it. This procedure and the Tenant's Work shall be repeated until changed, to incorporate any work required in the space plan is finally approved Premises by Landlord any local governmental field inspector. Landlord's approval of the Tenant's Plans shall not relieve Tenant from its obligations under the Lease or this Workletter, and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall not be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy be acceptance or approval of any element therein contained which is attached hereto as Schedule 2 (in violation of this Workletter, the “Building 2 Space Plan”Lease or any applicable laws, codes, ordinances, or governmental rules, regulations or requirements. Without limiting or modifying any of the terms set forth above in this Section 3(b), subject to Landlord’s right to review Landlord and approve Tenant shall cooperate with each other and act in good faith in finalizing the Working DrawingsTenant's Plans (including, interior color without limitation, in preparing, revising, reviewing and finishes, materials, specifications, approving the Tenant's Plans and other items pursuant to Paragraph 2(b)(iiany revisions thereto) and (iii) below, and further subject to compliance and conformance with as soon as practicable after the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)date hereof.

Tenant’s Plans. (i) Notwithstanding the foregoing, Tenant and its contractors shall diligently pursue not have the preparation right to perform Tenant’s Work in the Premises unless and until Tenant has complied with all of all drawingsthe terms and conditions of Article IX of the Lease, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plansincluding, drawings and specifications shall be performed without limitation, approval by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include of the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other final plans for the Tenant Improvements; and Tenant’s Work (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii“Tenant’s Plans”) and (iii) above are collectively referred the architect and contractors to herein as “Working Drawings”be retained by Tenant to perform such Tenant’s Work. The space plan In the event of any conflict between this Exhibit 2.1 and Working Drawings the provisions of Article IX, with respect to Tenant’s Work, the provisions of this Exhibit 2.1 shall comply with all applicable regulations, laws, ordinances, codes and rulescontrol. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. Landlord for review and approval in Landlord’s sole discretionapproval an initial set of plans, progress plans from time to time, and a full set of construction plans for Tenant’s Work. Within ten (10) business days after such submissionTenant’s Work and Tenant’s Plans shall comply with the requirements of this Lease, Landlord shall either approve or disapprove the space planincluding, without limitation Exhibit 2.1-4. Tenant shall make be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord assumes no responsibility or liability whatsoever to Tenant or to any changes necessary in order other person or entity for the suitability of the Plans for their intended purpose or compliance with applicable Legal Requirements. Unless otherwise expressly agreed to correct any item identified by Landlord as grounds in writing, Tenant’s plans shall be consistent with the Building’s standards for its disapprovalleasehold improvements. Provided that Tenant’s Plans contain at least the information required by, and conform to the requirements of Exhibit 2.1-4, Landlord’s approval of the Plans shall resubmit not be unreasonably withheld, conditioned or delayed. Notwithstanding the correct space plan foregoing, Landlord may grant or withhold its consent in its sole discretion to Tenant’s Plans for Tenant’s Work that adversely impact or affect the Building exterior, structure, roof or base building systems or the design aesthetics of the Building. No material changes shall be made to Tenant’s Plans approved by Landlord without Landlord’s prior written consent. Landlord agrees to review and provide comments on the layout contained in the design development set of Plans within ten (10) business days after of receipt, unless additional third party review of structural or mechanical, electrical or plumbing systems is reasonably required, in which event the time period for review of those elements shall be reasonably extended. If Landlord reasonably disapproves of such layout, then Tenant shall promptly have the design development Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord’s disapproval. Within Upon approval of the design development Plans, Tenant shall prepare construction level Plans and Landlord agrees to review and provide comments on such Plans within ten (10) business days after of receipt. If Landlord received disapproves of any Plans, then Tenant shall promptly have the Plans revised space plan, by its architect to incorporate all objections and conditions presented by Landlord and shall approve or disapprove itresubmit such plans to Landlord. This procedure Such process shall be repeated followed until the space plan is finally Plans shall have been approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve without objection or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)condition.

Tenant’s Plans. Tenant, at its sole cost (isubject to reimbursement of such costs from the Tenant Improvement Allowance) Tenant shall diligently pursue cause to be prepared and delivered to Landlord, within sixty (60) days of the preparation Date of all drawingsthis Lease, plans three copies of complete, detailed architectural, mechanical, and electrical drawings and specifications for Tenant Improvements in accordance with this Paragraph 2(bTenant’s Work (the “Tenant’s Plans”). All such plansTenant’s Plans shall describe all work necessary to fit the Premises for use by Tenant in the conduct of its business in a first-class manner, drawings in compliance with all Legal Requirements and specifications the requirements of this Lease, including the use and operational requirements set forth in Article 2.0 hereof. Tenant’s Plans shall be performed by an architect and/or engineer subject to Landlord’s prior written approval (as applicablenot to be unreasonably withheld, conditioned or delayed) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering be prepared by licensed architects and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishesengineers first approved by Landlord. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings Tenant’s Plans shall comply with all applicable regulationsLegal Requirements and shall conform to Landlord’s interpretation of the Landlord’s standards for the Building. If, lawsin connection with determining whether or not to approve Tenant’s Plans or revisions thereto, ordinancesLandlord incurs architectural, codes and rulesengineering, or any other professional fees, Tenant shall pay such reasonable fees as Additional Rent. Tenant shall submit its space plan have ten (10) Business Days following notice by Landlord to respond to any comments or changes requested by Landlord and to resubmit three copies of the revised Tenant’s Plans to Landlord. Notwithstanding anything herein to the contrary, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for Landlord’s approval rights as to the Tenant’s Plans shall be limited to a review of the Tenant’s Plans to confirm that: (i) the improvements are reasonably compatible with (and approval not damaging to) the structural, mechanical, electrical, plumbing and other systems of the Building, (ii) the improvements do not materially adversely impact (in Landlord’s sole discretionreasonable judgment) either the exterior appearance or operations of the Building or the appearance or operations of the public areas of the Building and (iii) the improvements comply with Legal Requirements. Within ten (10) business days Business Days after such submissiondelivery of a complete set of the Tenant’s Plans to Landlord, Landlord shall either approve such Tenant’s Plans or disapprove notify Tenant of the space planspecific item(s) of such Tenant’s Plans of which Landlord disapproves and a detailed description of the reason(s) for such disapproval. Tenant shall make If Landlord disapproves any changes necessary in order to correct any item identified by Landlord as grounds for its disapprovalof the Tenant’s Plans, and shall resubmit the correct space plan to Landlord within ten (10) business days Business Days after receipt of Landlord’s disapprovaldisapproval notice, Tenant shall revise and resubmit same to Landlord for approval, which approval shall not be unreasonably withheld or conditioned. Within The above process shall be repeated until such time as Landlord has approved or is deemed to have approved the Tenant’s Plans. If, as, and when Landlord shall approve (or deemed to have approved as set forth below) Tenant’s Plans, the same shall become final and three copies thereof shall be signed by Landlord and Tenant, two sets to be retained by Landlord and one set to be retained by Tenant. Tenant’s Plans shall not be changed without the prior written approval of Landlord in each instance, not to be unreasonably withheld, conditioned or delayed. In the event Landlord fails to either approve or disapprove in writing Tenant’s Plans within said ten (10) business days after Business Day review period, then Tenant may provide Landlord received with a reminder notice, (which shall include a duplicate set of Tenant’s Plans) which notice shall bear the revised space planfollowing caption prominently in the subject line of such notice: “THIS NOTICE SHALL CONSTITUTE THE FIVE (5) BUSINESS DAY REMINDER NOTICE AS SET FORTH IN SECTION 12.2.1 OF THE LEASE. LANDLORD’S FAILURE TO EITHER APPROVE OR DISAPPROVE THE ENCLOSED TENANT’S PLANS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12.2.1 OF THE LEASE WITHIN FIVE (5) BUSINESS DAYS OF LANDLORD’S RECEIPT HEREOF SHALL BE DEEMED TO BE LANDLORD’S WRITTEN APPROVAL OF THE ENCLOSED TENANT’S PLANS” (the “Reminder Notice”). The Reminder Notice shall be delivered to Landlord’s Property Manager, Xxxxxx Xxxxx, with a copy to Xxxxx Xxxxxxxx, Assistant Director, University and Commercial Leasing, both at Landlord’s address set forth in Section 9.2 and otherwise in accordance with the notice provisions in Section 9.2. In the event Landlord shall fails to either approve or disapprove it. This procedure in writing Tenant’s Plans within five (5) Business Days of Landlord’s receipt of said Reminder Notice, the version of Tenant’s Plans which shall be repeated until have been attached to both the space plan is finally approved by original notice to Landlord and written approval has been delivered the Reminder Notice to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved approved. Landlord’s approval of Tenant’s Plans (regardless of whether such submissionapproval is actual or deemed as set forth above) shall not constitute an opinion or agreement by Landlord that the same are sufficient or that they are in compliance with Legal Requirements, nor shall such approval impose any present or future liability on Landlord or waive any of Landlord’s rights hereunder. Landlord has approved the space plan for Building 2Tenant, a copy of which is attached hereto as Schedule 2 at Tenant’s sole cost (the “Building 2 Space Plan”or at Landlord’s election, Landlord, at Tenant’s sole cost), shall perform all appropriate filings with applicable Governmental Authorities and shall obtain all such approvals and permits as required for the construction of the work depicted on Tenant’s Plans. If Tenant requests modifications of, or additions to, the approved Tenant’s Plans and if Landlord gives its approval, Tenant shall, in each instance, pay the costs (including reasonable attorney’s fees) relating to such modifications or additions, including any professional or other fees or cost incurred, or to be incurred by Landlord and Tenant in respect thereof (but nothing herein contained shall compel Landlord to approve such modifications of, or additions to, the approved Tenant’s Plans). Landlord’s approval of such modification to the Tenant’s Plans shall be subject to the same time requirements as the review and approval of the original Tenant’s Plans, including, without limitation, the deemed approval of such modification in the event Landlord fails to either approve or disapprove of such requested modification within five (5) Business Days of Landlord’s right to receipt of a Reminder Notice in connection with Tenant’s request for Landlord’s review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant approval of any such modification to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Tenant’s Plans.

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, construction plans and specifications for Tenant Improvements, and shall deliver such plans and specifications to Landlord for Landlord's review within ninety (90) days after Landlord has delivered Landlord's Plans. Tenant's architect and/or engineers shall prepare complete architectural, mechanical, electrical, plumbing, and other plans for the Premises. The space plan and working drawings shall provide for corridors, lobbies, bathrooms, mechanical and electrical systems, and fire exits which are designed to accommodate multi-tenant configurations in the Building (including, without limitation separate metering for utilities), in a design reasonably acceptable to Landlord; provided that Tenant will not be required to build corridors for multi-tenant configurations so long as Tenant does not build hard wall office space in the areas shown as "potential future corridors" on Landlord's Plans. The plans and working drawings also shall comply with Landlord's Plans, including, without limitation, those elements included therein which are Tenant Improvements in accordance with this Paragraph 2(bhereunder (e.g. roof screens, placement of bathroom cores, elevators, lobbies and mechanical outside air supply ducts). All such plans, drawings and specifications shall be performed by an Tenant's architectural services, or another architect and/or engineer (as applicable) reasonably mutually acceptable to Landlord and Tenant, and shall include be subject to approval by Landlord, in Landlord's sole discretion. Notwithstanding the following: (i) foregoing sentence, Landlord shall not unreasonably withhold its approval of improvements which comply with the Approved Tenant Plan Guidelines noted in Exhibit "D-2". Promptly following their completion, Tenant shall supply copies of the space plans and any other required supporting drawings and specifications, together with a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list pallet of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color colors and finishes. Items (ii) and (iii) above are collectively referred , to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord for Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for 's review and approval in Landlord’s sole discretionapproval. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plansuch items. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct corrected space plan plan, supporting drawings and specifications and pallet to Landlord within ten fifteen (1015) business days after Landlord’s 's disapproval. Within ten five (105) business days after Landlord received receives the revised space planitems, Landlord shall approve or disapprove itthem. This procedure shall be repeated until the space plan is plan, supporting drawings and specifications and pallet of interior colors and finishes are finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within The plans, drawings, specifications and pallet of interior colors and finishes for the required time period Landlord shall be deemed to have disapproved such submission. Landlord has Tenant Improvements which are approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).by

Tenant’s Plans. (i) Tenant shall diligently pursue provide, at Tenant's sole cost and expense, all of the preparation plans, specifications and drawings necessary to design and construct Tenant’s Expansion Space Work, including all required mechanical, electrical and plumbing drawings, the location and installation of all drawingsequipment, plans risers, disconnects, ducts, utility and specifications for HVAC distribution, and other Tenant Improvements in accordance with this Paragraph 2(binstallations (collectively, the "Tenant's Plans"). All such plans, drawings and specifications Tenant’s Plans shall be performed prepared by an Tenant’s architect and/or engineer (as applicable) reasonably acceptable to Landlord at Tenant's sole cost and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretionexpense. Within ten (10) business days after such submissionLandlord's receipt, Landlord shall either in writing approve Tenant’s Plans or disapprove the space plandeny Tenant's Plans and specify what changes are necessary for such approval. Tenant Landlord’s approval or denial shall make not be unreasonably withheld or delayed. Landlord’s review of Tenant’s Plans shall not impose any changes necessary in order to correct any item identified by Landlord as grounds for obligation or liability on Landlord, its disapprovalagents or representatives, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapprovalapproval of Tenant’s Plans shall not serve as a representation or warranty as to the accuracy of Tenant’s Plans or as to compliance with any laws, codes, regulations or ordinances. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove itTenant's Plans prior to Tenant commencing any of Tenant's Expansion Work. This procedure (b) Tenant’s Expansion Space Work shall be repeated until the space plan is finally approved performed, at Tenant’s sole cost and expense, by Landlord a bona fide union general contractor and written approval has been delivered to bona fide union subcontractors, architects and engineers selected by Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), but subject to Landlord’s approval, which approval shall not be unreasonably withheld or delayed. Landlord shall have the right to review bid on Tenant’s Expansion Space Work. Landlord shall have the right to approve all contractors and approve subcontractors and the Working Drawingsperformance of Tenant's Expansion Space Work. All contractors and subcontractors performing the Tenant’s Expansion Space Work shall comply in all respects with all applicable laws, interior color codes and finishesregulations and with the terms of this Paragraph 8 and the terms of the Lease, materials, specificationsTenant’s Plans, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications rules and regulations applicable to the Lease. Landlord reserves the right to specify certain contractors for structural and mechanical alterations (e.g., roof contractor, electricians, plumbers, etc.). Tenant’s Expansion Space Work shall not interfere with or affect the common areas or structural components of the Building or any B mechanical systems, HVAC, electrical, plumbing, gas, elevator or other building mechanical systems serving other tenants and occupants of the Building. Tenant shall perform or cause to be performed Tenant’s Expansion Space Work in a manner which shall not commercially unreasonably interfere with or interrupt the business operations or premises of other tenants in the Building, except as defined in Paragraph 2(b)(iii) below)may be approved by Landlord. All of the costs and expense of Tenant's Expansion Space Work and other matters relating to the work and/or installations to be made at the Premises shall be borne by Tenant. 9.

Tenant’s Plans. (i) In connection with the performance of Tenant's Work, Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable will submit to Landlord and Tenant, and shall include for Landlord's written approval a set of the following: (i) a space plan for Design/Development Plans. Landlord may list any comments it has on the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rulesDesign Development Plans on Schedule A attached hereto. Tenant shall submit its space plan to Landlord for Landlord's written approval, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”the Final Construction Drawings not later than June 28, 2004 (the "Plan Submittal Deadline"). A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove of such Final Construction Drawings within 6 Business Days of Landlord's receipt thereof and, in the space plan. event of any disapproval, Landlord will provide Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds with a summary of the material reasons for its disapproval, and of the changes that will be required before Landlord will reconsider approving the same. If necessary, Tenant shall resubmit promptly cause such Final Construction Drawings to be modified in accordance with Landlord's reasonable requests within 6 Business Days of Tenant's receipt of Landlord's comments. Landlord's approval of the correct space plan to Landlord within ten (10) business days after Final Construction Drawings shall not be unreasonably withheld, conditioned or delayed, provided that they are consistent with the Design/Development Plans. At such time as the Final Construction Drawings are completed and approved by Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord and Tenant shall approve or disapprove it. This procedure shall be repeated until each execute and deliver the space plan is finally approved by Landlord Approval Letter, reciting such approval and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within definitively identifying the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2Final Construction Drawings so approved, and a copy of which is attached hereto such letter shall be appended to each counterpart of the Lease. The Landlord Approval Letter shall also list any elements of Tenant's Work that must be removed at the end of the Lease Term in accordance with Section 5.1.4. of the Lease. Landlord and Tenant agree that any mezzanine level constructed as Schedule part of Tenant's Work in accordance with the Final Construction Drawings shall be left in the Premises at the expiration of the Lease Term. After execution of the Landlord Approval Letter, any material changes to Tenant's Plans shall require Landlord's prior written approval, such approval to follow the procedure outlined in this Section above. Any approval granted by Landlord under this Section 2 shall be granted solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of any of the Tenant's Plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant's Work (including, without limitation, the “Building 2 Space Plan”compliance of the Tenant's Work and Tenant's Plans with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises, the demising of the Premises, and the placement of Tenant's furniture, appliances and equipment), subject to and Landlord’s right to review and approve 's approval of the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with Tenant's Plans shall in no event relieve Tenant of the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)responsibility therefor.

Tenant’s Plans. (i) Tenant shall diligently pursue have prepared, not later than the preparation times set forth in Paragraph C of all drawingsExhibit “E” hereto, and shall deliver to Landlord for its approval (which shall not be unreasonably withheld) one mylar and two blackline prints of the complete and final descriptive information and drawings described in Paragraph C of Exhibit “E” hereto and three (3) copies of the specifications, prepared by such space planner (“Tenant’s Layout Plans”) for the construction and finishing of the Building for Tenant’s occupancy. Tenant’s plans shall be signed and sealed by an architect licensed by and registered in the Commonwealth of Pennsylvania. Tenant’s Layout Plans shall conform to the plans and specifications for heretofore submitted by Landlord to Tenant Improvements in accordance with this Paragraph 2(b). All such plansand applicable laws and requirements of public authorities and shall designate, drawings among other things, the locations of and specifications for all plumbing, electrical and mechanical equipment to be installed in the Building, all partitions, doors, lighting fixtures, electric receptacles and switches, telephone outlets and special air conditioning, floor coverings and other improvements to be installed by Landlord. Tenant’s Layout Plans shall be performed subject to Landlord’s review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by an architect and/or engineer Landlord. The Landlord shall advise Tenant within five (5) business days of its receipt of Tenant’s Layout Plans as applicable) reasonably to whether they are acceptable to Landlord. Concurrently with delivery of Tenant’s Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Building as Tenant’s representative respecting the matters which are the subject of this Article 8 and who, as between Landlord and Tenant, and shall include have the following: (i) a space plan power to legally bind Tenant, in making requests for the Premises; (ii) complete architecturalchanges, engineering and other giving approval of plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior designor work, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan giving directions to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received or the revised space planlike, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)under this Article 8.

Tenant’s Plans. (i) In connection with the performance of the work necessary to prepare the 4th Floor Premises for Tenant's occupancy (the "4TH FLOOR WORK"), Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submit to Landlord for Landlord's approval (A) the name of and other reasonably requested information regarding Tenant's proposed architect and HVAC and MEP engineers; (B) on or before the 4th Floor Design/Development Plans Delivery Date, a set of design/development plans sufficient for Landlord to TOLERRX LEASE / BUILDING 300 / EXECUTION VERSION approve Tenant's proposed design of the 4th Floor Premises (the "4TH FLOOR DESIGN/DEVELOPMENT PLANS"), (C) on or before the 4th Floor Permit Plans Delivery Date, an initial set of permit plans sufficient to permit Tenant to commence the 4th Floor Work ("4TH FLOOR PERMIT PLANS"), and shall include (D) on or before the following: 4th Floor Final Construction Drawings Delivery Date, a full set of construction drawings (i"4TH FLOOR FINAL CONSTRUCTION DRAWINGS") a space plan for the Premises; (ii) complete architectural4th Floor Work. The 4th Floor Design/Development Plans, engineering the 4th Floor Permit Plans and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above 4th Floor Final Construction Drawings are collectively referred to herein as “Working the "4th FLOOR PLANS." Landlord's approval of the 4th Floor Design/Development Plans and the 4th Floor Permit Plans (and the 4th Floor Final Construction Drawings”. The space plan and Working , provided that the 4th Floor Final Construction Drawings are consistent with the 4th Floor Permit Plans), shall not be unreasonably withheld, conditioned or delayed provided the same comply with all applicable regulationsthe requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building and the Condominium. Landlord's approval is solely given for the benefit of Landlord under this Section 4.2 and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of the 4th Floor Plans for any other purpose whatsoever. Without limiting the foregoing, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlordbe responsible for all elements of the design of the 4th Floor Plans (including, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review without limitation, compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the 4th Floor Premises and approval in Landlord’s sole discretion. Within ten (10) business days after such submissionthe placement of Tenant's furniture, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapprovalappliances and equipment), and Landlord's approval of the 4th Floor Plans shall resubmit in no event relieve Tenant of the correct space plan responsibility therefor. Landlord agrees to Landlord respond to any request for approval of the 4th Floor Design/Development Plans within ten (10) business days after Landlord’s disapproval. Within ten of receipt thereof, the 4th Floor Permit Plans within fifteen (1015) business days after Landlord received of receipt thereof and the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission 4th Floor Final Construction Drawings within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy fifteen (15) days of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)receipt thereof.

Tenant’s Plans. (ia) Prior to September 30, 2012, Tenant shall diligently pursue deliver to Landlord four (4) copies signed by Tenant of its proposed space plan for the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b)Premises (the “Proposed Space Plan”) before any architectural working drawings or engineering drawings have been commenced. All such plans, drawings and specifications The Proposed Space Plan shall be performed prepared by an Tenant’s architectural services or by another architect and/or engineer (as applicable) reasonably mutually acceptable to Landlord and Tenant. Landlord may request clarification or more specific drawings for special use items not included in the Proposed Space Plan. Landlord shall deliver written notice to Tenant within twenty (20) Business Days after Landlord’s receipt of the Proposed Space Plan specifying whether the submitted Proposed Space Plan is unsatisfactory or incomplete in any respect and providing a reasonably detailed explanation for any disapproval. If Landlord objects to any aspect of the Proposed Space Plan, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall cause the Proposed Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require and submit its the revised space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. Landlord for review and its approval in Landlord’s sole discretion. Within no later than ten (10) business days Business Days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for delivers its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapprovaladvice. Within ten five (105) business days Business Days after Landlord received receives the revised space plan, Landlord shall approve or disapprove itsuch revised space plan by written notice to Tenant. This procedure shall be repeated until the Tenant’s space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve notify Tenant of any approval or disapprove any submission disapproval of the Proposed Space Plan within the required applicable time period provided above, and if such failure continues for three (3) Business Days following a second notice from Tenant given following the expiration of the applicable time period (which notice must contain the caption “NOTICE OF DEEMED APPROVAL OF TENANT’S PROPOSED SPACE PLAN” in bold face, 12-point type), then Landlord shall be deemed to have disapproved such submission. Landlord has approved the Proposed Space Plan. The approved space plan for Building 2, a copy of which is attached hereto referred to herein as Schedule 2 (the “Building 2 Final Space Plan”). Once approved by Landlord, subject no material changes shall be made to the Final Space Plan without the prior written approval of Landlord, in Landlord’s reasonable discretion. Tenant acknowledges that if Tenant’s Cash and Equivalents are below the Credit Standard at the time Landlord’s approval is requested, it would be reasonable for Landlord to condition its approval with respect to any part of Tenant’s Work which Landlord requires to be removed and restored pursuant to Paragraph 8 below upon an increase in the LC Amount by an amount equal to Landlord’s right to review reasonable estimate of the cost of removing the improvements contemplated by the requested change and approve restoring the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Premises.

Tenant’s Plans. In connection with the performance of the work, if any, necessary to prepare the Premises for Tenant’s occupancy and business operations, including without limitation, the installation of all furniture, equipment and fixtures (“Tenant’s Work”), Tenant shall submit to Landlord for Landlord’s approval (i) Tenant shall diligently pursue the preparation name of all drawingsand other reasonably requested information regarding Tenant’s proposed architect, plans HVAC and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings MEP engineers and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premisesgeneral contractor; (ii) complete architecturala set of design/ development plans sufficient for Landlord to approve Tenant’s proposed design of the Premises (the “Design/ Development Plans”), engineering and other plans for the Tenant Improvements; and (iii) a list an initial set of tenant improvement building standards for interior designpermit plans sufficient to permit Tenant to commence Tenant’s Work (“Permit Plans”), including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iiiiv) above a full set of construction drawings (“Final Construction Drawings”) for Tenant’s Work. The Design/ Development Plans, the Permit Plans and the Final Construction Drawings are collectively referred to herein as the “Working Drawings”Plans.” Landlord’s approval of the architect, HVAC and MEP engineers and general contractor shall not be unreasonably withheld, conditioned or delayed. The space plan Landlord’s approval of the Plans shall not be unreasonably withheld, conditioned or delayed provided the Plans do not affect the exterior of the Building and Working Drawings shall comply with all applicable regulationsdo not adversely affect, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretionreasonable judgment, the Building’s structure or Building systems and shall not in any event be withheld as to anything shown on Plans previously approved. Within ten Landlord’s approval is solely given for the benefit of Landlord and Tenant under this Section 3.4(a) and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the Plans for any other purpose whatsoever. Landlord agrees to respond to any request for approval of the Plans within fifteen (1015) business days after such submissionreceipt thereof; provided, however, that Landlord shall either approve or disapprove agrees to respond to any request for approval of any of the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit Plans other than the correct space plan to Landlord initial Design/ Development Plans within ten (10) business days after receipt thereof if such request is accompanied by (A) a certification from a licensed code engineer that such plans are code compliant, and (B) a certification from AHA Consulting Engineers that the Plans are compatible with the base building design. Landlord’s disapproval. Within ten (10) business days after Landlord received response to request for approval of any of the revised space plan, Landlord proposed Plans shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to include Landlord’s right to review and approve approval of such Plans, or a reasonably detailed explanation of the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)reasons for any disapproval.

Tenant’s Plans. (i) Tenant shall diligently pursue Prior to commencing any of Tenant's Work within the preparation applicable portion of all drawingsthe Premises, plans Tenant, at its expense, will cause the Preliminary Plans for such applicable portion to be prepared and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapprovalapproval. Such submittal will include 1 sepia, 5 sets of blueline prints and shall resubmit 3 sets of those specifications not shown on the correct space plan drawings. Landlord will respond to Landlord any submission of Preliminary Plans within ten (10) business days after Landlord’s disapproval. Within a submission requesting approval, and if Landlord does not respond within such ten (10) business days after Landlord received the revised space plandays, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved approved such submission. Landlord has approved If the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject submitted materials are not acceptable to Landlord’s right , Landlord will so notify Tenant by returning the sepia with required changes noted. If Landlord so notifies Tenant of any required change to review the Preliminary Plans, Tenant will cause the same to be revised according to the returned sepia and approve resubmitted to Landlord. After Landlord's approval of the Working DrawingsPreliminary Plans, interior Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord for its approval. Such submittal will include 1 sepia, 5 sets of blueline prints, 3 sets of specifications and a complete color board for Tenant's Work. The Construction Documents must substantially conform to the Preliminary Plans approved by Landlord and finishes, materials, specificationsmust be in all respects sufficient for the purpose of obtaining a building permit for Tenaxx'x Xork. Landlord will respond to any submission of Construction Documents within five (5) business days after a submission requesting approval, and other items pursuant if Landlord does not respond within such five (5) business days, Landlord shall be deemed to Paragraph 2(b)(iihave approved such submission. If the submitted materials are not acceptable to Landlord, Landlord will so notify Tenant by returning the proposed Construction Documents with required changes noted. If Landlord so notifies Tenant of any required changes to the proposed Construction Documents, Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval. Tenaxx'x Xork will not commence prior to Landlord's approval of the Construction Documents. Within thirty (30) and (iii) belowdays after completion of each portion of Tenant's Work, Tenant will provide Landlord a complete set of reproducible as-built plans of applicable portion of the Premises. If Tenant fails to provide such plans, and further subject does not cure such failure within ten (10) days after written notice from Landlord, Landlord may obtain them, directly or by field verification, and charge Tenant for all costs incurred by Landxxxx xx doing so. No approval by Landlord of the Preliminary Plans, the Construction Documents or any revisions to compliance and conformance with them will constitute a representation or warranty by Landlord as to the Minimum Specifications (as defined adequacy or sufficiency of such plans, or the improvements to which they relate, for any use, purpose or condition, but such approval will merely be the consent of Landlord to the construction or installation of improvements in Paragraph 2(b)(iii) below)the Premises according to such plans.

Tenant’s Plans. (i) Within 10 Business Days after receipt of Tenant’s Plans, Landlord shall review and either approve or disapprove Tenant’s Plans. If Landlord disapproves Tenant’s Plans, or any portion thereof, Landlord shall notify Tenant thereof and of the revisions Landlord requires before Landlord will approve Tenant’s Plans. Within 10 Business Days after Landlord’s notice, Tenant shall diligently pursue the preparation of all drawingssubmit to Landlord, for Landlord’s review and approval, plans and specifications for incorporating the required revisions. The final plans and specifications approved by Landlord are hereinafter referred to as the “Approved Construction Documents”. Tenant will employ experienced, licensed contractors, architects, engineers and other consultants, approved by Landlord, to install the Tenant Improvements and will require in the applicable contracts that such parties (a) carry insurance in such amounts and types of coverages as are reasonably required by Landlord, and (b) design and install the Tenant Improvements in accordance a good and workmanlike manner and in compliance with this Paragraph 2(b)all Laws. All such plans, drawings and specifications shall be performed Unless otherwise agreed to in writing by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, all work involved in the construction and installation of the Tenant Improvements shall include be carried out by Tenant’s contractors under the following: (i) sole direction of Tenant, in compliance with all Laws and Regulations and in such a space plan manner so as not to unreasonably interfere with or disturb the operations, business and use and enjoyment of the Property by Landlord or the structural calculations for imposed loads. Tenant shall obtain from its contractors and provide to Landlord a list of all subcontractors providing labor or materials in connection with any portion of the Premises; (ii) complete architectural, engineering and other plans for Tenant Improvements prior to commencement of the installation of the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior . Tenant warrants that the design, including a schedule (e.g. color palate, material board construction and spec sheets) installation of the Tenant Improvements shall conform to the requirements of all interior color applicable Laws, including building, plumbing and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, electrical codes and rulesthe requirements of any authority having jurisdiction over, or with respect to, such Tenant Improvements. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order failure to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after provide Landlord’s disapproval. Within ten (10) business days after Landlord received approval or disapproval of Tenant’s Plans or the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until applicable revision thereof by the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord specified in this section shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)approval of Tenant’s Plans or applicable revision thereof.

Tenant’s Plans. (i) Tenant shall diligently pursue have prepared, using a space planner designated by Tenant, at Tenant's expense, and shall deliver to Landlord for its approval (which shall not be unreasonably withheld) one mylar and two blackline prints of the preparation complete and final descriptive information and drawings described in Paragraph E 1 of all drawingsExhibit "E" hereto and three (3) copies of the specifications, prepared by such space planner ("Tenant's Layout Plans") for the construction and finishing of the Premises for Tenant's occupancy. Tenant's plans shall be signed and sealed by an architect licensed by and registered in the Commonwealth of Pennsylvania. Tenant's Layout Plans shall conform to the plans and specifications for heretofore submitted by Tenant Improvements in accordance with this Paragraph 2(b). All such plansand applicable laws and requirements of public authorities and shall designate, drawings among other things, the locations of and specifications for all plumbing, electrical and mechanical equipment to be installed in the Premises, all partitions, doors, lighting fixtures, electric receptacles and switches, telephone outlets and special air conditioning, floor coverings and other improvements to be installed by Landlord. Tenant's Layout Plans shall be performed subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by an architect and/or engineer (Landlord. Concurrently with delivery of Tenant's Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Premises as applicable) reasonably acceptable to Tenant's representative respecting the matters which are the subject of this Article 8 and who, as between Landlord and Tenant, and shall include have the following: (i) a space plan power to legally bind Tenant, in making requests for the Premises; (ii) complete architecturalchanges, engineering and other giving approval of plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior designor work, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan giving directions to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received or the revised space planlike, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)under this Article 8.

Tenant’s Plans. (i) If Tenant desires to undertake any Major Alterations, Tenant shall diligently pursue submit to Landlord Tenant’s written request for Landlord’s approval (which shall not be unreasonably withheld, conditioned or delayed) of the preparation Material Components of such Major Alteration together with preliminary design drawings and preliminary plans and specifications therefor showing all Material Components (such request, drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(bspecifications, a “Major Alterations Request”). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable If Landlord fails to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in provide Landlord’s sole discretion. Within ten written approval or disapproval (with reasonably detailed comments) to a Major Alterations Request within twenty (20) Business Days after Landlord’s receipt of such Major Alterations Request, Tenant will send a duplicate copy of such Major Alterations Request, which shall specifically state, in at least 12-point bold type and capital letters, that “LANDLORD MUST RESPOND TO THIS REQUEST WITHIN TEN (10) business days after such submission, BUSINESS DAYS OR THIS REQUEST SHALL BE DEEMED APPROVED.” If Landlord shall either approve fails to provide Landlord’s written approval or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord disapproval (with reasonably detailed comments) within ten (10) business Business Days from such second request, such Major Alterations Request shall be deemed approved by Landlord. If Landlord disapproves preliminary design drawings and/or preliminary plans and specifications for any Material Components of any Major Alterations (specifying the reasons for its disapproval with reasonable specificity), Tenant shall revise and resubmit the revised design drawings and/or preliminary plans and specifications to Landlord (with the legend previously described in this Section 11.2) and, if Landlord fails to respond to such re-submitted drawings and/or plans and specifications within ten (10) Business Days after Landlord’s receipt of same, then such re-submitted design drawings and/or plans and specifications shall be deemed approved by Landlord. Consent or approval by Landlord shall not constitute a representation, warranty or other assurance that any design drawings, plans or specifications comply with Legal Requirements or Insurance Requirements are otherwise sufficient. For the avoidance of doubt, in the event Landlord consents to or approves (or is deemed to consent or approve pursuant to this Section 11.2) preliminary design drawings and/or preliminary plans and specifications for a Material Component of any Major Alteration and, subsequent to such consent or approval, there is a material change to the preliminary design drawings and preliminary plans and specifications for such Material Components of such Major Alteration, then Tenant shall submit to Landlord an updated Major Alterations Request (with the legend previously described in this Section 11.2 with twenty (20) days), which shall be approved or disapproved by Landlord within twenty (20) days after Landlord’s disapprovalreceipt of same, and, if Landlord fails to respond to such updated Major Alterations Request within twenty (20) days after Landlord’s receipt of same, then such updated Major Alterations Request shall be deemed approved by Landlord. Within Tenant covenants, represents and warrants to Landlord that the final design drawings and plans and specifications for such Material Components of such Major Alteration shall be consistent in all material respects with the preliminary design drawings and preliminary plans and specifications for such Material Components of such Major Alteration approved by Landlord, and such Material Components of such Major Alterations shall conform in all material respects to such final design drawings and plans and specifications. Tenant further covenants, represents and warrants to Landlord that the final design drawings and plans and specifications for, and completion of, the Major Alteration shall comply with all Legal Requirements and Insurance Requirements. Without limiting the foregoing, prior to commencing any Alteration, Tenant shall obtain (i) all permits, authorizations and approvals with respect thereto from all Governmental Authorities having the requisite jurisdiction (to the extent required by applicable Legal Requirements) and (ii) the approval thereof of each Leasehold Mortgagee whose Leasehold Mortgage requires such approval. Any dispute as to the reasonableness of any disapproval of Material Components of any Major Alterations (or the design drawings therefor) shall be resolved through arbitration conducted in accordance with the provisions of Section 33.2; provided, however, that Tenant and Landlord shall work together in good faith to resolve any disputes regarding a Material Components of any Major Alteration for fifteen (15) Business Days prior to resolving such dispute through arbitration. Tenant agrees to reimburse Landlord for its reasonable out of pocket costs incurred in review of such Material Components of any Major Alterations; provided that such costs shall not exceed Twenty-Five Thousand Dollars ($25,000.00) (Adjusted By CPI every ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered Lease Years) with respect to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Major Alteration.

Tenant’s Plans. (i) Tenant shall diligently pursue prepare, and shall deliver to Landlord for its approval (which shall not be unreasonably withheld) one mylar and two blackline prints of the preparation complete and final descriptive information and drawings described in Paragraph D of all drawingsExhibit “B” hereto and three (3) copies of the specifications, prepared by such space planner (“Tenant’s Layout Plans”) for the construction and finishing of the Building for Tenant’s occupancy. Tenant’s plans shall be signed and sealed by an architect licensed by and registered in the Commonwealth of Pennsylvania. Tenant’s Layout Plans shall conform to the plans and specifications for heretofore submitted by Landlord to Tenant Improvements in accordance with this Paragraph 2(b). All such plansand applicable laws and requirements of public authorities and shall designate, drawings among other things, the locations of and specifications for all plumbing, electrical and mechanical equipment to be installed in the Building, all partitions, doors, lighting fixtures, electric receptacles and switches, telephone outlets and special air conditioning, floor coverings and other improvements to be installed by Landlord. Tenant’s Layout Plans shall be performed subject to Landlord’s review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by an architect and/or engineer Landlord. The Landlord shall advise Tenant within five (5) business days of its receipt of Tenant’s Layout Plans as applicable) reasonably to whether they are acceptable to Landlord. Concurrently with delivery of Tenant’s Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Building as Tenant’s representative respecting the matters which are the subject of this Article 8 and who, as between Landlord and Tenant, and shall include have the following: (i) a space plan power to legally bind Tenant, in making requests for the Premises; (ii) complete architecturalchanges, engineering and other giving approval of plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior designor work, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan giving directions to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received or the revised space planlike, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)under this Article 8.

Tenant’s Plans. (i) Tenant shall diligently pursue Attached hereto as Exhibit A is the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space demising plan for the Premises; New Premises (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes“Demising Plan”). Items (ii) and (iii) above are collectively referred to herein As soon as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within reasonably practicable but not later than ten (10) business days after following full execution and delivery of this Amendment, Tenant by its representative with authority to dictate Tenant’s desired plans and specifications, who shall be any of Xxxxxxxxx Xxxxxxx Xxxxxx, General Counsel or Tenant’s Consultant (as defined below) (either of such submissionpersons, Landlord the “Tenant’s Representative”) shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified meet with an architect designated by Landlord as grounds (the “Landlord’s Architect”) for the purpose of Tenant communicating to Landlord’s Architect its disapprovalspace and layout requirements within the Demising Plan. Tenant’s space requirements will be reasonably consistent with a typical office layout and the finishes will be reasonably consistent with the finishes of the Existing Premises. In addition, Tenant’s entrance to the New Premises shall be directly in front of the elevators to achieve maximum elevator identification. Following this meeting, Landlord’s Architect will prepare initial schematic design documents and design development documents (the “Design Documents”) and submit to Tenant’s Representative, Tenant’s Consultant (if any) and Landlord for review and approval, whereupon Landlord, Tenant’s Representative and Tenant’s Consultant shall resubmit each provide its comments and feedback concerning the correct space plan Design Documents to Landlord Landlord’s Architect within ten (10) business days after following receipt thereof (the parties acknowledging that email delivery of Design Documents is deemed delivery for this purpose). Landlord’s disapproval. Within Architect will incorporate each of Landlord’s, Tenant’s Representative’s and Tenant’s Consultant’s feedback (as reasonably and mutually agreed to between the parties) into the Design Documents and will then generate a final set of Design Documents for approval by Tenant’s Representative, Tenant’s Consultant and Landlord (the “Tenant’s Plans and Specifications”) whereupon Landlord, Tenant’s Representative and Tenant’s Consultant shall each provide its feedback or sign off to the Tenant’s Plans and Specifications within ten (10) business days after Landlord received following receipt thereof (the revised space planparties acknowledging that email delivery of Tenant’s Plans and Specifications is deemed delivery for this purpose). If Tenant’s Representative and/or Tenant’s Consultant do not timely respond to Landlord’s Architect delivery of either Design Documents or Tenant’s Plans and Specifications, then Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered send email notice to Tenant’s Representative and/or Tenant’s Consultant notifying Tenant of its failure to respond, whereupon, Tenant’s Representative and/or Tenant’s Consultant, as applicable, will have five (5) calendar days to submit any comments or feedback to the Landlord’s Architect. If Landlord fails to approve or disapprove any submission Tenant’s Representative and/or Tenant’s Consultant, as applicable does not respond within the required time period Landlord shall be such five (5) calendar day period, then Tenant is deemed to have disapproved such submission. Landlord has approved the space plan for Building 2Design Documents and/or Tenant’s Plans and Specifications, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”)applicable, subject to Landlord’s and shall no longer have any right to review and comment or approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)respect thereto.

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawingsis currently preparing, at its sole cost and expense, plans and specifications for the improvements Tenant Improvements desires to make in accordance connection with this Paragraph 2(bTenant's occupancy of the Premises (the "TENANT'S PLANS"). All such plans, drawings and specifications Tenant's Plans shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for its approval no later than eight (8) weeks after the date hereof and the Landlord shall approve or disapprove of Tenant's Plans within) five (5) Business Days of receiving them. Any disapproval by the Landlord of Tenant's Plans shall be accompanied by a reasonably specific statement of reasons therefor. At the Tenant's sole cost and expense, the Tenant shall cause the Tenant's Plans to be revised in a manner sufficient to remedy the Landlord's reasonable objections and/or respond to the Landlord's reasonable concerns and for such revised plans to be redelivered to the Landlord, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space planTenant's revised plans within two (2) Business Days following the date of submission. If the Landlord shall again disapprove Tenant's Plans, the Tenant shall make any changes necessary in order revise such plans and redeliver them to correct any item identified the Landlord pursuant to the prior two sentences until the Tenant's Plans have been approved by Landlord as grounds for its disapprovalthe Landlord. The Tenant's Plans shall be stamped by a Massachusetts-registered architect and engineer, such architect and engineer being subject to the Landlord's reasonable approval, which shall not be unreasonably withheld or delayed, and shall resubmit comply with all applicable laws, ordinances and regulations (including, without limitation, the correct space plan to Landlord within ten (10applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure and shall be repeated until in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord will not approve any alterations or additions requiring unusual expense to readapt the space plan is finally approved by Premises to normal office, research and development or laboratory use on termination of this Lease or increasing the cost of insurance on the Building, unless the Tenant first gives assurances acceptable to the Landlord for payment of such increased cost and written that such re-adaptation will be made prior to such termination without expense to the Landlord. The approval has been delivered to of any Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).'s

Tenant’s Plans. (i) Tenant shall diligently pursue On or before the preparation of all drawingsSubmission Date, plans Tenant, at its expense, will cause the Preliminary Plans to be prepared and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for its approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord, at its sole cost and Tenantexpense, and shall include the following: (i) a space plan will pay up to $15,000.00 for two initial test plans for the Premises; (ii) complete architectural, engineering and other plans for . If the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above submitted materials are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan not acceptable to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord will so notify Tenant by returning the Preliminary Plans with required changes noted within 10 business days following Landlord’s sole discretionreceipt. Within ten (10) business days after such submissionIf Landlord so notifies Tenant of any required change to the Preliminary Plans, Tenant will cause the same to be revised according to the returned Preliminary Plans and resubmitted to Landlord. After Landlord shall either approve or disapprove notifies Tenant of Landlord’s approval of the space plan. Tenant shall make any changes necessary in order Preliminary Plans, Tenant, at its expense, will cause, using commercially reasonable efforts, the Construction Documents to correct any item identified by be prepared and submitted to Landlord as grounds for its disapprovalapproval, which shall not be unreasonably withheld, conditioned or delayed. Such submittal will include a complete color and shall resubmit finish board for Tenant’s Work. The Construction Documents must substantially conform to the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally Preliminary Plans approved by Landlord and written must be in all respects sufficient for the purpose of obtaining a building permit for Tenant’s Work. If required by Landlord, Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval has been delivered after Landlord notifies Tenant of any required changes. Tenant’s Work will not commence prior to TenantLandlord’s approval of the Construction Documents. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed deliver to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Tenant Landlord’s right written approval or its written request for revisions within 15 days after Landlord receives any submittal by Tenant of Preliminary Plans, Construction Documents or any required revisions to review and approve them, or Tenant’s request for approval of its Contractor (defined below in Section 11) Tenant will receive a credit against Base Rent beginning on the Working Drawingsfirst day of the Term equal to one day’s Base Rent for each day subsequent to the 15th day after Tenant’s submittal until the day of Landlord’s response. Except as provided in Paragraph 2 above, interior color and finishesno delays in the design or performance of Tenant’s Work will change the applicable Start Dates or the Commencement Date with respect to any of various portions of the Premises. Upon completion of Tenant’s Work in the Premises as a whole, materialsTenant will provide Landlord a complete set of reproducible as-built plans of the Premises. If Tenant fails to provide such plans, specificationsLandlord may obtain them, directly or by field verification, and other items pursuant charge Tenant for all costs incurred by Landlord in doing so. No approval by Landlord of the Preliminary Plans, the Construction Documents or any revisions to Paragraph 2(b)(ii) and (iii) belowthem will constitute a representation or warranty by Landlord or its architects or engineers as to the adequacy or sufficiency of such plans, and further subject or the improvements to compliance and conformance with which they relate, for any use, purpose or condition, but such approval will merely be the Minimum Specifications (as defined consent of Landlord to the construction or installation of improvements in Paragraph 2(b)(iii) below)the Premises according to such plans.

Tenant’s Plans. (i) Tenant Prior to the performance of any Alterations, Tenant, at Tenant's sole cost and expense, shall diligently pursue the preparation of all drawingscause to be prepared and delivered to Landlord, plans complete, detailed architectural, mechanical and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, electrical drawings and specifications therefor (“Tenant's Plans”). Tenant's Plans shall be performed by an architect and/or engineer (as applicable) reasonably acceptable subject to Landlord's prior written approval. If, in connection with determining whether or not to approve Tenant's Plans or revisions thereof, Landlord incurs reasonable and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete necessary out of pocket architectural, engineering and or any other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior designprofessional fees, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after pay such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord fees as grounds for its disapproval, and shall resubmit the correct space plan to Landlord additional rent within ten (10) business days after of invoice from Landlord’s disapproval. Within ten Tenant shall have five (105) business days after from notice from Landlord received the to respond to any comments or changes requested by Landlord and to resubmit two (2) copies of revised space planTenant's Plans. If, as and when Landlord shall approve or disapprove it. This procedure Tenant's Plans the same shall become final and three (3) copies thereof shall be repeated until the space plan is finally approved signed by Landlord and Tenant, two (2) sets to be retained by Landlord and one (1) set to be retained by Tenant. Tenant's Plans shall not be materially changed, which would include the addition of any structural or exterior changes of any kind, without the prior written approval has been delivered of Landlord in each instance. Landlord's approval of Tenant's Plans shall not constitute an opinion or agreement by Landlord that the same are structurally sufficient or that they are in compliance with “Legal Requirements” (hereinafter defined), nor shall such approval impose any present or future liability on Landlord or waive any of Landlord's rights hereunder. Approval by Landlord of Tenant's Plans shall not constitute a waiver by Landlord of the right to thereafter require Tenant to amend same to provide for omissions or errors therein later discovered by Landlord. Tenant at Tenant's sole cost and expense, or at Landlord's election, Landlord, at Tenant's sole cost and expense, shall perform the appropriate filings, if necessary, with governmental agencies having jurisdiction and obtain such approvals and permits as required for the construction of the work depicted on Tenant's Plans. If Landlord fails to approve or disapprove any submission within the required time period Landlord Original prints of Tenant's Plans bearing necessary government approvals shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy property of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. Landlord approves Tenant’s use of the architectural firm known as Exxxxxx-Xxxxxxxx (i) “Tenant’s Architect”). On of before April 1, 1999 Tenant shall diligently pursue submit preliminary plans and specifications including specifications for finishes for Tenant’s proposed tenant improvements (“Preliminary Plans”). Landlord shall have three (3) business days to review and comment upon, or approve, Tenant’s Preliminary Plans, and Landlord’s approval shall not be reasonably withheld or delayed so long as Tenant’s Preliminary Plans are consistent with the Basic Standards as defined below. As part of Landlord’s review of Tenant’s Preliminary Plans, Landlord will notify Tenant of those items, if any, which are “long lead time” items (i.e., items which cannot reasonably be delivered to the job site early enough to maintain the approved construction schedule without substantial overtime work), specifying in such notice the delay in Substantial Completion of the Premises which will be caused by selection of such items (“Long Lead Time Items”), so long as Tenant’s Preliminary Plans specify sufficient detail (e.g., finishes, materials, etc.) to allow Landlord to make such determination. Thereafter, in the preparation of all drawingsthe final Tenant’s Plans, Tenant shall have the right to replace such Long Lead Time Items with other specified items that would not be considered Long Lead Time Items. On or before Tenant’s Plan Delivery Date, as specified in the Basic Lease Information, Tenant shall submit plans and specifications for Tenant’s proposed tenant improvements within the Premises consistent with Tenant’s Preliminary Plans as approved by Landlord (“Tenant’s Plans”). Tenant’s Plans shall include all such information required to prepare construction drawings sufficient to allow Landlord’s contractor to bid and construct said improvements, including but not limited to those items in Exhibit B-2, “Minimum Information Required.” Such plans shall be subject to Landlord’s approval, which shall not be unreasonably withheld so long as the tenant improvements contemplated therein are generally generic with drop ceilings throughout, perimeter private offices around at least 25% of the perimeter of the floor plate, and otherwise reasonably comparable to the improvements existing at Tenant’s existing premises at 1000 Xxxxxx Xxxxxxx (“Basic Standards”). Landlord’s contractor shall prepare complete mechanical, electrical, plumbing, and other engineering plans for the installation of the heating, ventilating, air conditioning, electrical and plumbing to be installed in the Premises, on a design/build basis, and the costs charged by Landlord’s contractor for such services shall be included in the scope of work by Landlord’s contractor for the Tenant Improvements and in accordance with this Paragraph 2(b)the cost estimate described in paragraph 5 below. All such plans, drawings The engineering fees for plumbing and specifications fire sprinkler work shall be performed by an architect and/or engineer (competitively bid as applicable) reasonably acceptable design/build with engineered drawings to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans be included in Landlord’s contractor’s scope of work for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. Tenant shall prepare at Tenant's expense and, not later than September 15, 1999, shall deliver to Landlord one mylar and two black line prints of complete and final architectural working drawings (which shall be 1/8" scale) and three copies of specifications and two (2) non-copyrighted CADD disks, prepared by an architect or space planner approved by Landlord ("Tenant's Layout Plans") for the construction and finishing of the Premises for Tenant's occupancy. Tenant's Layout Plans shall (i) Tenant shall diligently pursue include the preparation layout of all drawingsTenant's furniture, plans fixtures and equipment, (ii) include electrical and heat specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plansall of Tenant's fixtures and equipment, drawings (iii) be signed and specifications shall be performed sealed by an architect and/or engineer licensed by and registered in the State of Colorado, and (iv) conform to all applicable laws and requirements of public authorities and insurance underwriters' requirements. Tenant's Layout Plans shall be subject to Landlord's review and written approval, which approval shall not be unreasonably withheld, and such plans shall be deemed modified to take account of any changes reasonably required by Landlord. Tenant's Layout Plans as applicable) reasonably acceptable approved by Landlord and with the aforesaid modifications, if any, are herein called the "Final Layout Plans". Concurrently with delivery of Tenant's Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Premises as Tenant's representative respecting the matters which are the subject of this Paragraph 3 and who, as between Landlord and Tenant, and shall include have the following: (i) a space plan power to legally bind Tenant, in making requests for changes, giving approval of plans or work, giving directions to Landlord or the Premises; (ii) complete architecturallike, engineering and other plans for the Tenant Improvementsunder this Paragraph 3; and (iii) any notice or delivery given to such person personally or at his place of business shall have the same effect as a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve notice or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered delivery given to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. In connection with the performance of the work necessary to prepare the Premises for Tenant’s initial occupancy and business operations, including without limitation, the installation of all furniture and fixtures (“Tenant’s Work”), (A) Tenant has submitted to Landlord, and Landlord has approved, a preliminary description of certain aspects of Tenant’s Work attached hereto as Exhibit 4E (“Tenant’s Program”), and (B) Tenant shall submit to Landlord for Landlord’s approval (i) Tenant shall diligently pursue the preparation name of all drawingsand other reasonably requested information regarding Xxxxxx’s proposed architect, plans licensed structural engineer, HVAC and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings MEP engineers and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premisesgeneral contractor; (ii) complete architectural, engineering and other its schematic plans for Tenant’s Work (the “Schematic Plans”), its initial set of permit plans sufficient to permit Tenant Improvements; to commence Xxxxxx’s Work (“Permit Plans”), and a full set of construction drawings (iii“Final Tenant’s Work Construction Drawings”) for Tenant’s Work, all in accordance with the Tenant’s Work Design Schedule attached hereto as Exhibit 4F. If Tenant is delayed in the delivery of the foregoing plans by reason of a list Landlord Delay, the applicable dates shall be extended by the period of tenant improvement building standards for interior designtime which Tenant is so delayed. The Schematic Plans, including a schedule (e.g. color palate, material board the Permit Plans and spec sheets) of all interior color and finishes. Items (ii) and (iii) above the Final Tenant’s Work Construction Drawings are collectively referred to herein as the “Working Drawings”Plans.” Xxxxxxxx’s approval of the architect, HVAC and MEP engineers and general contractor shall not be unreasonably withheld, conditioned or delayed. The space plan Landlord acknowledges that the architect, HVAC and Working Drawings MEP engineers and general contractor listed on Exhibit 4D attached hereto are hereby approved. Xxxxxxxx’s approval of the Plans shall comply with all applicable regulationsnot be unreasonably withheld, laws, ordinances, codes conditioned or delayed. Xxxxxxxx’s approval is solely given for the benefit of Landlord and rules. Tenant under this Section 3.3(a) and neither Tenant nor any third party shall submit its space plan have the right to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in rely upon Landlord’s sole discretionapproval of the Plans for any other purpose whatsoever. Within ten Xxxxxxxx agrees to respond to any request for approval of the Plans within five (105) business days after such submission, Landlord shall either approve or disapprove receipt thereof and to respond to any re-submitted request for approval of the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit Plans following initial submittal of the correct space plan to Landlord same within ten three (103) business days after receipt thereof. Landlord shall cooperate with Tenant, at Tenant’s sole cost and expense, in connection with Tenant’s application for any state or municipal permits or approvals required in connection with the design, construction or maintenance of Tenant’s Work, including signing applications therefor to the extent required of building or property owners; provided, however, in no event shall Tenant apply for any special permits or variances from the City of Framingham without Landlord’s disapproval. Within ten (10) business days after approval, not to be unreasonably withheld, conditioned or delayed, it being understood and agreed that in no event shall any special permit or variance for which Tenant applies impose any conditions on Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally unless approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)its sole discretion.

Tenant’s Plans. (i) In connection with the performance of the Second Amendment Work, including without limitation, the installation of all furniture and fixtures, Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submit to Landlord and Tenant, and shall include the followingfor Landlord’s approval: (i) a space plan for the Premisesnames of and other reasonably requested information regarding Tenant’s proposed architect, general contractor, and subcontractors; (ii) complete architecturala set of design/development plans sufficient for Landlord to approve Tenant’s proposed design of the Premises (the “Design/Development Plans”), engineering and other plans for the Tenant Improvements; and (iii) a list full set of tenant improvement building standards construction drawings (“Final Construction Drawings”) for interior design, including a schedule (e.g. color palate, material board the Second Amendment Work. The Design/Development Plans and spec sheets) of all interior color and finishes. Items (ii) and (iii) above the Final Construction Drawings are collectively referred to herein as the “Working DrawingsPlans”. The space plan Landlord agrees that it will not unreasonably withhold such approvals, subject to the following: (x) the Design/Design Development Plans and Working Final Construction Drawings shall are consistent with the Scope of Work and comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building and the Property, and (10y) business days after such submissionin the event that any portions of the Second Amendment Work affects the structure, roof, and/or Building systems, Landlord shall either approve or disapprove have the space plan. right to require Tenant shall make any changes necessary in order to correct any item identified engage engineers and subcontractors, as applicable, designated by Landlord as grounds in designing and performing such portions of the Second Amendment Work. Landlord’s approval is solely given for its disapprovalthe benefit of Landlord and Tenant under this Section 1, and neither Tenant nor any third party shall resubmit have the correct space plan right to rely upon Landlord’s approval of the Plans for any other purpose whatsoever. Landlord within ten agrees to respond to any request for approval of the Plans on or before the date seven (107) business days Business Days after Landlord’s disapproval. Within ten (10) business days receipt thereof, except that with respect to any resubmission of Plans after Landlord received the revised space plansame have been reviewed and commented upon by Landlord, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered respond to Tenant. If Landlord fails to approve ’s request for approval of such resubmission on or disapprove any submission within before the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 date three (the “Building 2 Space Plan”), subject to 3) Business Days after Landlord’s right receipt of such resubmission, provided that such resubmission clearly shows any changes to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant previous set of Plans submitted by Tenant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Landlord by either bubbling or redlining.

Tenant’s Plans. Landlord approves Tenant's use of the architectural firm known as Ehrlxxx-Xxxxxxxx (i) "Xenant's Architect"). On or before April 1, 1999 Tenant shall diligently pursue submit preliminary plans and specifications including specifications for finishes for Tenant's proposed tenant improvements ("Preliminary Plans"). Landlord shall have three (3) business days to review and comment upon, or approve, Tenant's Preliminary Plans, and Landlord's approval shall not be reasonably withheld or delayed so long as Tenant's Preliminary Plans are consistent with the Basic Standards as defined below. As part of Landlord's review of Tenant's Preliminary Plans, Landlord will notify Tenant of those items, if any, which are "long lead time" items (i.e., items which cannot reasonably be delivered to the job site early enough to maintain the approved construction schedule without substantial overtime work), specifying in such notice the delay in Substantial Completion of the Premises which will be caused by selection of such items ("Long Lead Time Items"), so long as Tenant's Preliminary Plans specify sufficient detail (e.g., finishes, materials, etc.) to allow Landlord to make such determination. Thereafter, in the preparation of all drawingsthe final Tenant's Plans, Tenant shall have the right to replace such Long Lead Time Items with other specified items that would not be considered Long Lead Time Items. On or before Tenant's Plan Delivery Date, as specified in the Basic Lease Information, Tenant shall submit plans and specifications for Tenant's proposed tenant improvements within the Premises consistent with Tenant's Preliminary Plans as approved by Landlord ("Tenant's Plans"). Tenant's Plans shall include all such information required to prepare construction drawings sufficient to allow Landlord's contractor to bid and construct said improvements, including but not limited to those items in Exhibit B-2, "Minimum Information Required." Such plans shall be subject to Landlord's approval, which shall not be unreasonably withheld so long as the tenant improvements contemplated therein are generally generic with drop ceilings throughout, perimeter private offices around at least 25% of the perimeter of the floor plate, and otherwise reasonably comparable to the improvements existing at Tenant's existing premises at 1000 Xxxxxx Xxxxxxx ("Xasic Standards"). Landlord's contractor shall prepare complete mechanical, electrical, plumbing, and other engineering plans for the installation of the heating, ventilating, air conditioning, electrical and plumbing to be installed in the Premises, on a design/build basis, and the costs charged by Landlord's contractor for such services shall be included in the scope of work by Landlord's contractor for the Tenant Improvements and in accordance with this Paragraph 2(b)the cost estimate described in paragraph 5 below. All such plans, drawings The engineering fees for plumbing and specifications fire sprinkler work shall be performed by an architect and/or engineer (competitively bid as applicable) reasonably acceptable design/build with engineered drawings to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans be included in Landlord's contractor's scope of work for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. Tenant shall provide, at Tenant's sole cost and expense, all of the plans, specifications and drawings for the Seventh Floor HVAC Unit necessary to design and install the Seventh Floor HVAC Unit in Exhibit “C” (ithe “Tenant’s HVAC Work”), including all required mechanical, electrical and plumbing drawings, the location and installation of all equipment, risers, disconnects, ducts, utility and HVAC distribution, and other Tenant installations (collectively, the "Tenant's Plans"). For the sake of clarity, the Tenant’s Plans shall include all the plans, specifications and drawings for either the Rheem or York unit that is specified in Exhibit C. Tenant’s Plans shall be prepared by Tenant and shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld or delayed. Landlord’s review of Tenant’s Plans shall not impose any obligation or liability on Landlord, its agents or representatives, and Landlord’s approval of Tenant’s Plans shall not serve as a representation or warranty as to the accuracy of Tenant’s Plans or as to compliance with any laws, codes, regulations or ordinances. Landlord shall approve Tenant's Plans prior to Tenant commencing any of Tenant’s HVAC Work. (b) Tenant’s HVAC Work shall be performed, at Tenant’s sole cost and expense, by a bona fide union general contractor and bona fide union subcontractors, architects and engineers selected by Xxxxxx. Landlord shall have the right to approve all contractors and subcontractors, and the performance of Tenant’s HVAC Work, and all such contractors and subcontractors performing such work, shall comply in all respects with all applicable laws, codes and regulations and with the terms of this Paragraph 9 and the terms of Paragraph 12 of the Original Lease, Tenant’s Plans, and with the rules and regulations attached to the Lease; provided, however, that Landlord will not unreasonably withhold approval of said contractors and subcontractors if proof of proper licensure and insurance is demonstrated to Landlord. Tenant’s HVAC Work shall not interfere with or affect the common areas or structural components of the Building or any Building mechanical systems, HVAC, electrical, plumbing, gas, elevator or other Building operating systems serving other tenants and occupants of the Building. Tenant shall perform or cause to be performed Tenant’s HVAC Work in a manner which shall not interfere with or interrupt the business operations or premises of other tenants in the Building, except as may be approved by Landlord, which approval shall not be unreasonably withheld or delayed. Tenant shall diligently pursue the preparation performance and completion Xxxxxx’s HVAC Work following Landlord’s written approval of all drawingsXxxxxx’s Plans therefor and the parties will agree on a schedule for the completion of Tenant’s HVAC Work upon Xxxxxxxx’s approval of Tenant’s Plans, plans and specifications for Tenant Improvements provided, however, that in accordance with this Paragraph 2(b)no event shall Tenant’s HVAC Work be completed later than March 10, 2022, time being of the essence. All such plans, drawings of the cost and specifications expense of and relating to Tenant’s HVAC Work and installations thereof shall be performed borne by an architect and/or engineer (Tenant except solely as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).follows:

Tenant’s Plans. (i) Prior to applying for any building permit, Tenant shall diligently pursue the preparation submit to Landlord a permit set of all architectural, electrical and mechanical construction drawings, plans and specifications (“Tenant’s Plans”) necessary for Tenant Improvements in accordance with this Paragraph 2(b)the TIW. All such plans, drawings and specifications Tenant’s Plans shall be performed prepared by an architect and/or engineer (as applicable) reasonably acceptable to Landlord architectural and engineering firm selected by Tenant and all costs and expenses of preparing Tenant, and ’s Plans shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlordbe Tenant’s sole discretionresponsibility. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make in writing of any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord plans submitted within ten (10) business days after of receipt of Tenant’s Plans and any additional information reasonably requested by Landlord’s disapproval. Within If Landlord fails to respond within such ten (10) business day period, Tenant shall deliver a second notice to Landlord captioned “SECOND REQUEST FOR APPROVAL,” and Landlord’s failure to respond within five (5) business days after following such second notice shall be deemed approval of the specific plan submittal, provided Tenant has delivered to Landlord received the revised space planall additional information reasonably requested by Landlord to facilitate its review. If Tenant’s Plans are disapproved by Landlord, Landlord shall approve or disapprove it. This procedure provide Tenant with specific reasons for such disapproval and the changes, that if made would make Tenant’s Plans acceptable to Landlord, and the foregoing submission process shall be repeated until the space plan is finally all such plans have been approved by Landlord. The final Tenant’s Plans as approved by Landlord shall be called the “Final Plans”. Tenant hereby acknowledges and written agrees that Landlord’s review of, and Landlord’s granting of its approval has been delivered to, any plans and specifications submitted to Tenant. If Landlord fails to approve it under this Lease shall not constitute or disapprove any submission within the required time period Landlord shall be deemed to have disapproved constitute a judgment, representation or agreement by Landlord that such submissionplans and specifications comply with the requirements of any legal authorities or that such plans and specifications will be approved by the Town of Burlington. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to In no event shall Landlord’s right to review and approve approval of any plans, including plans for the Working DrawingsTIW, interior color and finishesbe construed as a waiver of Landlord’s right, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) Section 6.1.9 of this Lease to require removal of 2892369_8 any installations, alterations or improvements at end of the Term. Tenant shall pay any and (iii) below, all third party fees and further subject expenses incurred by Landlord in connection with review of Tenant’s Plans. Tenant shall not be permitted to compliance commence the TIW until Tenant has delivered the certificates of insurance evidencing builder’s risk insurance coverage and conformance with the Minimum Specifications (as defined coverages set forth in Paragraph 2(b)(iii) below)Section 4.2.6 of this Lease.

Tenant’s Plans. Prior to commencement of construction of Tenant's Work, Tenant will prepare and deliver to Landlord, for its review and approval, one (i1) Tenant shall diligently pursue set of fully dimensioned scale working drawings of the preparation proposed Building, prepared by a licensed architect, including types of all drawingsmaterials and colors, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plansinterior partitions, drawings and specifications shall be performed by an architect and/or engineer (as ceiling plan, roof plan, if applicable) reasonably acceptable to Landlord and Tenant, plumbing fixtures, and shall include the following: electrical plans prepared by a licensed electrical engineer setting forth all electric requirements of Tenant (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”"Plans"). The space plan Landlord shall have fifteen (15) days after receipt of the Plans to provide its comments. If Landlord has not notified Tenant in writing of its approval or disapproval within the time periods stated above, the Plans shall be conclusively deemed approved by Landlord. If Landlord disapproves such Plans, Tenant shall promptly revise and Working Drawings resubmit such Plans to Landlord, correcting or altering such disapproved items. If at any time that Tenant is required to approve Landlord's plans but does not respond within the specified time period, such plans shall comply with all applicable regulationsalso be conclusively deemed to be approved. Upon mutual approval of the Plans, laws, ordinances, codes and rules. Tenant shall submit its space plan the Plans to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”the City/County for governmental approval. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submissionNotwithstanding the foregoing, Landlord acknowledges and approves an architecturally prominent storefront of the Premises which shall either approve or disapprove generally conform to the space plan. elevation plan attached hereto as EXHIBIT I. Tenant shall make any changes necessary in order not be required to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan submit Plans to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required such time period Landlord shall be deemed to have disapproved such submission. as Landlord has approved executed a Non- Disclosure Agreement in favor of Tenant in the space plan for Building 2, form attached hereto as EXHIBIT F. Prior to Landlord providing a copy of which is attached hereto as Schedule 2 (such Plans to Sam's or Wal-Mart, Landlord will obtain execution by them of a Non-Disclosure Agreement in the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)same form.

Tenant’s Plans. (i) Tenant shall diligently pursue will submit to Landlord for Landlord’s written approval by no later than 15 days after the preparation of all drawingsAlzheimer’s Expansion Premises Commencement Date and the A&G Expansion Premises Commencement Date, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include a set of the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rulesDesign/Development Plans. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. Landlord for review and approval in Landlord’s sole discretion. Within ten (10) business written approval, the applicable Final Construction Plans by no later than 20 days after such submission, the date of Landlord’s approval of the applicable Design/Development Plans. Landlord shall either approve or disapprove of such Design/Development Plans and such Final Construction Plans, respectively, within 10 Business Days of Landlord’s receipt of such plans, and, in the space plan. event of any disapproval of such plans, Landlord will provide Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds with a summary of the material reasons for its disapproval, and a detailed description of the changes that will be required before Landlord will reconsider approving the same. If necessary, Tenant shall resubmit promptly cause such the correct space plan applicable Design/Development Plans or the applicable Final Construction Plans to Landlord within ten (10) business days after be modified to address with Landlord’s disapprovalreasonable requests. Within ten Landlord’s approval of the applicable Final Construction Plans shall not be unreasonably withheld, or delayed, provided that they are consistent with the Construction Guidelines (10to the extent they are applicable to the Building) business days after Landlord received and the revised space planapplicable Design Development Plans approved by Landlord. At such time as the applicable Final Construction Plans are completed and approved by Landlord, Landlord and Tenant shall approve or disapprove it. This procedure shall be repeated until each execute and deliver a Landlord Approval Letter, reciting such approval and definitively identifying the space plan is finally approved by Landlord applicable Final Construction Plans so approved, and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto such letter shall be appended to each counterpart of the Lease. Each Landlord Approval Letter shall also list any elements of the applicable Tenant’s Work that Tenant shall remove at the end of the Lease Term in accordance with Section 5.1.4. of the Lease. After execution of a Landlord Approval Letter, any material changes to the applicable Tenant’s Plans shall require Landlord’s prior written approval, such approval to follow the procedure outlined in this Section above. Upon issuance of the applicable Landlord Approval Letter, Tenant shall promptly obtain the applicable Building Permit. Any approval granted by Landlord under this Section 2 shall be granted solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of any of the applicable Tenant’s Plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s Work (including, without limitation, the compliance of the Tenant’s Work and Tenant’s Plans with Legal Requirements, functionality of design, the structural integrity of the design, the configuration and demising of the Alzheimer’s Expansion Premises and the A&G Expansion Premises, as Schedule 2 (applicable, and the “Building 2 Space Plan”placement of Tenant’s furniture, appliances and equipment), subject to and Landlord’s right to review and approve approval of the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with applicable Tenant’s Plans shall in no event relieve Tenant of the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)responsibility therefor.

Tenant’s Plans. A. Tenant's Plans/Tenant's Work. Following the expiration of the Due Diligence Period in the manner hereinabove described, and subject to the obtaining of Tenant's Permits (i) and Landlord's prior written approval thereof), Tenant shall diligently pursue commence Tenant's Work, which shall include, demolishing certain portions of the preparation Leased Premises, and the construction of all drawings, new alterations and improvements pursuant to plans and specifications which shall have been prepared by Tenant and submitted to Landlord for Tenant Improvements its prior written approval in accordance with the terms and conditions of this Paragraph 2(b)Lease. All such plans, drawings Such plans and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord prepared and provided at Tenant's sole cost and expense, shall be consistent with Tenant's Permits, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply in compliance with all applicable regulations, laws, ordinances, codes codes, permits, rules, regulations and rulesrequirements of all duly constituted governmental authorities having jurisdiction and applicable insurance companies (collectively, "LAWS") and shall include, as applicable, complete and detailed plans and specifications, including, but not limited to elevations, mechanical, electrical, plumbing and signage plans (collectively, "TENANT'S PLANS"). Tenant hereby agrees that Tenant's Plans shall submit not require the construction of any structure beyond the "footprint" of the structure currently situate on that portion of the Property on which the Leased Premises are to be rebuilt. Tenant's Plans shall be submitted to Landlord for its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretionprior to the expiration of the Due Diligence Period (i.e., as the same may be extended as contemplated above but without extension for events of force Majeure). Within ten (10) business days after such submission, Landlord shall either approve give its approval or disapprove the space plan. Tenant shall make any changes necessary disapproval (giving specific reasons in order to correct any item identified by Landlord as grounds for its case of disapproval, and shall resubmit the correct space plan to Landlord ) of Tenant's Plans within ten (10) business days after Landlord’s disapproval. Within ten their delivery to Landlord for an initial review, and within five (105) business days after their delivery to Landlord received for resubmission. In the revised space planevent that Landlord shall advise Tenant of any objections to Tenant's Plans, and Landlord and Tenant cannot reasonably resolve said objections to their mutual satisfaction within thirty (30) days following Tenant's receipt of Landlord's objections, then either party may submit such dispute to arbitration in accordance with Section 54. Notwithstanding anything herein contained to the contrary, the commencement or pending decision of any arbitration proceeding in conjunction with this Lease shall not delay or excuse any payment of Base Rent, additional rent or other charge which is otherwise due and payable under this Lease. In the event that Tenant fails to timely submit Tenant's Plans as contemplated herein, Landlord may, at its option, take either of the following actions: (i) extend the time for Tenant to submit Tenant's Plans or (ii) by written notice to Tenant, terminate this Lease (subject to the provisions of Section 44). Tenant acknowledges that Landlord's approval of Tenant's Plans shall approve not be deemed a warranty or disapprove itrepresentation that Tenant's Plans comply with applicable Laws, or other legal requirements or are sufficient for Tenant's needs or purposes. This procedure All improvements and installations to be made, performed or installed by Tenant, inclusive of Tenant's Work, shall be repeated until provided at Tenant's sole cost and expense and shall be performed in compliance with all of the space plan is finally terms and conditions of this Lease (including, but not limited to Section 21) and all applicable Laws. Tenant's Work shall be performed by reputable and licensed contractors reasonably approved by Landlord which shall work in a harmonious manner in accordance with good construction industry practice(s). Tenant shall not cause any conflict or work stoppage as a result of any work performed at the Property. Notwithstanding anything herein contained to the contrary, in no event may Tenant seek, submit, or request in any application made to any applicable municipal or other governing body having jurisdiction, any changes, modifications or other alterations of the Leased Premises, which entail or require either partial or full site plan review and approval, without Landlord's prior written approval has been delivered to Tenant. If consent, which consent may be withheld by Landlord fails to approve or disapprove any submission within in its sole and un-reviewable discretion; provided, however, that in the required time period event that Landlord shall be deemed deny Tenant's request for consent to have disapproved any such submission. Landlord has approved changes, modifications or other alterations of the space plan for Building 2Leased Premises, which entail or require either partial or full site plan, Tenant may request a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications Resolution Meeting (as defined in Paragraph 2(b)(iii) below), with Landlord, in the same time and manner as provided in Section 4.6C below, in order to review the specific request and attempt a resolution thereof.

Tenant’s Plans. (i) Tenant shall diligently pursue provide, at Tenant's sole cost and expense, all of the preparation plans, specifications and drawings necessary to design and construct Tenant's Work, including all required mechanical, electrical and plumbing drawings, the location and installation of all drawingsequipment, plans risers, disconnects, ducts, utility and specifications HVAC distribution, and other Tenant installations (collectively, the "Tenant's Plans"). Notwithstanding the foregoing, Landlord shall provide at Landlord's expense, the test-fit drawings for Tenant Improvements in accordance with this Paragraph 2(b)the non-lab portion of the Third Floor Premises. All such plans, drawings and specifications shall be performed prepared by an architect and/or engineer Landlord's space planner (the “Space Planner") at Landlord's sole cost and expense. Tenant's Plans shall be prepared by Tenant and shall be subject to the prior written approval of Landlord. Landlord’s review of Tenant's Plans shall not impose any obligation or liability on Landlord, its agents or representatives. and Landlord's approval of Tenant's Plans shall not serve as applicablea representation or warranty as to the accuracy of Tenant's Plans or as to compliance with any laws. codes, regulations or ordinances. Landlord shall approve Tenant's Plans prior to Tenant commencing any of Tenant's Work. (b) reasonably acceptable Tenant's Work shall be performed. at Tenant's sole cost and expense, by a bona fide union general contractor and bona fide union subcontractors, architects and engineers selected by Tenant. Landlord shall have the right to Landlord approve all contractors and Tenantsubcontractors, and shall include the following: (i) a space plan for the Premises; (ii) complete architecturalperformance of Tenant's Work, engineering and other plans for the Tenant Improvements; all such contractors and (iii) a list of tenant improvement building standards for interior designsubcontractors performing such work, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply in all respects with all applicable regulations, laws, ordinances, codes and rulesregulations and with the terms of this Paragraph 29 and the terms of Paragraph 12 of the Original Lease, Tenant's Plans. and with the rules and regulations attached to the Lease; provided, however, that Landlord will not unreasonably withhold approval of said contractors and subcontractors if proof of proper licensure and insurance is demonstrated to Landlord. Tenant's Work shall not interfere with or affect the common areas or structural components of the Building or any building or any building mechanical systems, HVAC, electrical, plumbing, gas, plumbing, elevator or other building operating systems serving other tenants and occupants of the Building. Tenant shall submit its space plan perform or cause to be performed Tenant's Work in a manner which shall not interfere with or interrupt the business operations or premises of other tenants in the Building, except as may be approved by Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord commence Tenant's Work within ten (10) business days after following Landlord’s disapproval's written approval of Tenant's Plans therefor. Within ten All of the cost and expense of Tenant's Work and other matters relating to work and/or installations to be made at the Premises shall be borne by Tenant. (10c) business days after Landlord received Notwithstanding anything to the revised space plancontrary in the forgoing, Landlord shall approve or disapprove it. This procedure shall be repeated until provide construction administration services for the space plan is finally non-lab portion of Tenant's Work, subject to a separate statement of work, as approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).

Tenant’s Plans. (i) Any upgrades or improvements made to the Premises in addition to Landlord's Work made either simultaneously or subsequent to such work shall be an additional cost to Tenant. Tenant shall diligently pursue have the preparation right to undertake all of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b)the Tenant's Work through its own contractor. All such plans, drawings and specifications There shall be performed no fees charged by an architect and/or engineer (as applicable) reasonably acceptable Landlord to Tenant for management or supervision by Landlord of Tenant's Work. Tenant shall be permitted to enter and have prior access to Premises along with its agents, contractors and architects. Such right of access shall include access to and use of the loading dock, elevators, electrical systems, air conditioning and related facilities. There shall be no charge for the use of said facilities. Tenant shall obtain Landlords prior written approval to any material revisions to the Tenant's Plans requested by Tenant, and which approval shall include not be unreasonably withheld or delayed. Notwithstanding anything to the followingcontrary herein contained, Tenant's Work may vary from the requirements of the Tenant's Plans if the variances are required by the circumstances or good construction practices, the building permit or applicable legal requirements, or if the variance is not material. Prior to Tenant commencing any portion of the Tenant's Work, Tenant shall: (i) a space plan for obtain the Premises; Building Permit, (ii) complete architecturaladvise Landlord of the name of the general contractor to be engaged by Tenant to perform the Tenant's Work, engineering and other plans for the Tenant Improvements; selection of such contractor to be subject to the reasonable prior approval of Landlord (which approval shall not be unreasonably withheld or delayed), and (iii) furnish Landlord with proof that Tenant has obtained public liability insurance covering the Premises as required by Section 26A hereof and that the general contractor has in effect a list policy of tenant improvement building standards for interior designliability insurance, including a schedule (e.g. color palate, material board builder's risk insurance and spec sheets) workers' compensation insurance in such amounts and in such form as is customarily maintained in connection with similar construction in the vicinity of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rulesthe Building. Tenant shall submit its space plan perform Tenant's Work in a good and workmanlike manner in compliance with the building and zoning laws applicable to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space planPremises. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds complete Tenant's Work free and clear of all liens and encumbrances for its disapprovalwork, labor and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)services.

Tenant’s Plans. (i) Tenant shall diligently pursue Tenant, at its expense, will cause the preparation of all drawings, plans Preliminary Plans to be prepared and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord and Tenantfor its approval which approval will not be unreasonably withheld, and shall include conditioned or delayed. If the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above submitted materials are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan not acceptable to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten Landlord will so notify Tenant within five (105) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapprovalof receipt, and shall resubmit Tenant will cause the correct space plan same to be revised according to Landlord’s notice and resubmitted to Landlord within ten (10) days after receipt of such notice. Landlord will notify Tenant of its approval of any revisions to the plans within seven (7) business days after Landlord’s disapprovalof receipt. Within ten (10) business days after Landlord received notifies Tenant of Landlord’s approval of the revised space planPreliminary Plans, Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord for its approval which approval shall approve not be unreasonably withheld, conditioned or disapprove itdelayed. This procedure shall be repeated until The Construction Documents must strictly conform to the space plan is finally Preliminary Plans approved by Landlord and written approval has been delivered to Tenantmust be in all respects sufficient for the purpose of obtaining a building permit for the Leasehold Improvements. If required by Landlord, Landlord fails will so notify Tenant within seven (7) business days of receipt, and Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval within ten (10) days after Landlord notifies Tenant of any required changes. Construction of the Leasehold Improvements shall not commence prior to Landlord’s approval of the Construction Documents. Tenant reserves the right to request changes to the Construction Drawings subject to the approval process set forth above. No delays in the design or performance of the Leasehold Improvements will change the Commencement Date; provided, however, the Commencement Date shall be postponed on a day-for-day basis for each day of “Landlord Delay” that results in Tenant’s inability to complete the Leasehold Improvements to the Premises by the Commencement Date. As used in this Work Letter, “Landlord Delay” shall mean the following: (i) any delay by the Landlord in providing Tenant with early access to the Premises in accordance with Section 3 above, and (ii) Landlord’s failure to approve or disapprove the Preliminary Plans or the Construction Documents (including any submission change orders thereto) within the required time period periods specified herein. Prior to Tenant claiming any Landlord shall Delay, Tenant must first provide Landlord with written notice of the claimed Landlord Delay and allow Landlord two (2) business days to cure or correct the same. No approval by Landlord of the Preliminary Plans, the Construction Documents or any revisions to them will constitute a representation or warranty by Landlord as to the adequacy or sufficiency of such plans, or the improvements to which they relate, for any use, purpose or condition, but such approval will merely be deemed the consent of Landlord to have disapproved the construction or installation of Leasehold Improvements in the Premises according to such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)plans.

Tenant’s Plans. (i) In connection with the performance of Tenant's Work, Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable will submit to Landlord and Tenantfor Landlord's written approval a set of the Design/Development Plans by no later than November 10, and shall include 2004. Landlord may list any comments it has on the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rulesDesign Development Plans on Schedule A attached hereto. Tenant shall submit its space plan to Landlord for Landlord's written approval, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”the Final Construction Drawings by no later than January 1, 2005. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove of such Final Construction Drawings within 10 Business Days of Landlord's receipt thereof and, in the space plan. event of any disapproval, Landlord will provide Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds with a summary of the material reasons for its disapproval, and of the changes that will be required before Landlord will reconsider approving the same. If necessary, Tenant shall resubmit promptly cause such Final Construction Drawings to be modified in accordance with Landlord's reasonable requests within 10 Business Days of Tenant's receipt of Landlord's comments. Landlord's approval of the correct space plan to Landlord within ten (10) business days after Final Construction Drawings shall not be unreasonably withheld, conditioned or delayed, provided that they are consistent with the Design/Development Plans and the A&E Guidelines. At such time as the Final Construction Drawings are completed and approved by Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord and Tenant shall approve or disapprove it. This procedure shall be repeated until each execute and deliver the space plan is finally approved by Landlord Approval Letter, reciting such approval and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within definitively identifying the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2Final Construction Drawings so approved, and a copy of which is attached hereto as Schedule 2 (such letter shall be appended to each counterpart of the “Building 2 Space Plan”), subject to Landlord’s right to review and approve Lease. The Landlord Approval Letter shall also list any elements of Tenant's Work that must be removed at the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance end of the Lease Term in accordance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Section 5.1.4.

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably If Tenant's Preliminary Plans are not acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval Landlord will so notify Tenant in Landlord’s sole discretion. Within ten writing with required changes noted within five (105) business days after such submissionof receipt of Preliminary Plans by Landlord. If Landlord so notifies Tenant of any required change to the Preliminary Plans, Landlord shall either approve or disapprove Tenant will cause the space plan. Tenant shall make any changes necessary in order same to correct any item identified by Landlord as grounds for its disapproval, be revised and shall resubmit the correct space plan resubmitted to Landlord within ten (10) business 7 days after receipt of such notice. As soon as reasonably possible after Landlord notifies Tenant of Landlord’s disapproval's approval of the Preliminary Plans, Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord for its approval. Within ten The Construction Documents must strictly conform to the Preliminary Plans approved by Landlord and must be in all respects sufficient for the purpose of obtaining a building permit for Tenant Improvements. If required by Landlord, Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval within seven (107) days after Landlord notifies Tenant of any required changes. Tenant Improvements will not commence prior to Landlord's approval of the Construction Documents. If Landlord fails to deliver to Tenant Landlord's written approval or its written request for revisions within five (5) business days after Landlord received receives any submittal by Tenant of Preliminary Plans, Construction Documents or any required revisions to them, Tenant will receive a credit against Base Rent beginning on the revised space planCommencement Date equal to one day's Base Rent for each day subsequent to the 5th business day after Tenant's submittal until the day of Landlord's response. Except as provided in Paragraph 2 of this Work Letter, no delays in the design or performance of Tenant Improvements will change the Start Date or the Commencement Date. Upon completion of Tenant Improvements, Tenant will provide Landlord a complete set of reproducible as-built plans of the Premises. If Tenant fails to provide such plans, Landlord shall approve may obtain them, directly or disapprove it. This procedure shall be repeated until the space plan is finally approved by field verification, and charge Tenant for all costs incurred by Landlord and written in doing so. No approval has been delivered by Landlord of the Preliminary Plans, the Construction Documents or any revisions to Tenant. If them will constitute a representation or warranty by Landlord fails as to approve the adequacy or disapprove sufficiency of such plans, or the improvements to which they relate, for any submission within use, purpose or condition, but such approval will merely be the required time period consent of Landlord shall be deemed to have disapproved the construction or installation of improvements in the Premises according to such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)plans.

Tenant’s Plans. In any and all events, Landlord and Tenant shall agree on Final Tenant's Plans on or before December 29, 1999 (the "Outside Plan Date"). Landlord shall not be required to approve any alteration, improvement, work or materials called for in Tenant's Plans which (i) is not approved by Landlord's architect or (ii) does not comply with any of the Requirements as defined in Article VII including, without limitation, any and all applicable laws, ordinances or building codes or (iii) does not meet Landlord's minimum standards for the Building as determined by Landlord in Landlord's sole but reasonable judgment or (iv) do not call for work or improvements sufficient to bring the Premises into compliance with all applicable Requirements (as defined in Section 7.2) or (v) pertain to the Lobby Area which is to be renovated pursuant to Section 14.31 hereof. Tenant shall diligently pursue be responsible for the preparation content of Tenant's Plans and shall insure that the same call for work and improvements which are designed in compliance with and which, when performed, shall bring the Premises into compliance with all drawingsapplicable Requirements. Landlord's approval of Tenant's Plans shall not be deemed or construed as a representation or warranty by Landlord or Landlord's construction manager that the work and improvements called for therein are in compliance with the Requirements. Upon approval of Tenant's Plans by Landlord, plans Landlord shall promptly apply for all licenses, permits and specifications approvals necessary to perform Landlord's Work and Landlord shall also Subject to the rights of Landlord under this Lease with respect to the selection and designation of the general contractor, Landlord shall consult with Tenant in connection with completing the Bid Process and shall share information relative the bids submitted by the various contractors with Tenant. After completion of the Bid Process, Landlord will arrange for a meeting between the Architect, Landlord's Construction Manager, Tenant Improvements and the lowest qualified responsible bidder, wherein the contractors bid and the scope of work called for therein shall be reviewed. Such meeting shall take place within two (2) Business Days after completion of the Bid Process. After such meeting, Landlord shall select the lowest qualified responsible bid submitted by one of the contractors and shall designate and enter into a construction contract with such bidder as the general contractor for purposes of performing Landlord's Work. Landlord shall provide Tenant with a copy of the construction contract as executed. Upon completion of the Bid Process and Landlord's designation of and entry into the construction contract with the general contractor as aforesaid, Landlord shall exercise all reasonable efforts to promptly complete the work necessary to prepare the Premises for Tenant's occupancy pursuant to the Tenant's Plans ("Landlord's Work"), but Tenant shall have no claims against Landlord for failure to timely complete such Landlord's Work except the right to terminate this Lease in accordance with this Paragraph 2(bthe provisions of Section 4.2(e). All such plansIt is agreed and understood that notwithstanding anything contained in the Tenant's Plans to the contrary, drawings Landlord's Work shall not include any aspect of the Elevator Up-Grade or the Lobby Renovation Work contemplated in Section 14.30 and specifications Section 14.31 respectively, unless expressly agreed to by Landlord in writing. Landlord shall be performed by an architect and/or engineer (as applicable) reasonably acceptable cause Landlord's Construction Manager to Landlord and Tenant, oversee the performance of Landlord's Work and shall include the following: (i) use good faith efforts to ensure that such work is performed in a space plan for the Premises; (ii) complete architectural, engineering good and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein workmanlike manner in compliance with Tenant's Plans as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).'s construction manager shall:

Tenant’s Plans. (i) Tenant shall diligently pursue Landlord has approved the preparation Preliminary Plans, as set forth on Schedule 1 to this Work Letter. Within 10 days after the Date of all drawingsthe Lease, Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord for its approval. Such submittal will include two sets of plans and specifications and a complete color and finish board for Tenant’s Work. The Construction Documents must conform to the Preliminary Plans approved by Landlord in all material respects and must be in all respects sufficient for the purpose of obtaining a building permit for Tenant’s Work. If reasonably required by Landlord, Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall will cause the Construction Documents to be performed by an architect and/or engineer (as applicable) reasonably acceptable resubmitted to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord approval within ten (10) business days after Landlord’s disapproval. Within ten (10) business seven days after Landlord received the revised space plan, notifies Tenant of any reasonably required changes. Landlord shall approve or have the right to disapprove itthe Construction Documents only if they materially differ from the Preliminary Plans. This procedure shall be repeated until Tenant’s Work will not commence prior to Landlord’s approval of the space plan is finally approved by Construction Documents. Landlord and written approval has been delivered Tenant agree to Tenantwork together in good faith to review, approve and finalize all Construction Documents in a timely manner. If Landlord fails to approve deliver to Tenant Landlord’s written approval or disapprove its written request for revisions within seven days after Landlord receives any submission within the submittal by Tenant of Preliminary Plans, Construction Documents or any required time period Landlord shall revisions to them, then such submittal will be deemed approved by Landlord. Except as provided in Paragraph 2 above, no delays in the design or performance of Tenant’s Work will change the Occupied Space Delivery Date or the Commencement Date. Upon completion of Tenant’s Work, Tenant will provide Landlord a complete set of reproducible as-built plans of the Premises. If Tenant fails to have disapproved provide such submission. plans, Landlord has approved the space plan for Building 2may obtain them, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specificationsdirectly or by field verification, and other items pursuant charge Tenant for all reasonable costs incurred by Landlord in doing so. No approval by Landlord of the Preliminary Plans, the Construction Documents or any revisions to Paragraph 2(b)(ii) and (iii) belowthem will constitute a representation or warranty by Landlord or its architects or engineers as to the adequacy or sufficiency of such plans, and further subject or the improvements to compliance and conformance with which they relate, for any use, purpose or condition, but such approval will merely be the Minimum Specifications (as defined consent of Landlord to the construction or installation of improvements in Paragraph 2(b)(iii) below)the Premises according to such plans.

Tenant’s Plans. (i) Tenant shall diligently pursue On or before the preparation of all drawingsSubmission Date, plans Tenant, at its expense, will cause the Preliminary Plans to be prepared and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for its approval. Such submittal will include one (1) sepia, five (5) sets of blueline prints and Tenant, and shall include three (3) sets of those specifications not shown on the following: (i) a space plan for drawings. If the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above submitted materials are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan not acceptable to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten Landlord will so notify Tenant by returning the sepia with required changes noted within five (105) business days after such submissionof receipt of same. If Landlord so notifies Tenant of any required change to the Preliminary Plans, Landlord shall either approve or disapprove Tenant will cause the space plan. Tenant shall make any changes necessary in order same to correct any item identified by Landlord as grounds for its disapproval, be revised according to the returned sepia and shall resubmit the correct space plan resubmitted to Landlord within ten seven (107) days after receipt of such notice. Within fifteen (15) days after Landlord notifies Tenant of Landlord's approval of the Preliminary Plans, Tenant, at its expense, will cause the Construction Documents to be prepared and submitted to Landlord for its approval. Such submittal will include one sepia, five (5) sets of blueline prints, three (3) sets of specifications and a complete color and finish board for Tenant's Work. The Construction Documents must strictly conform to the Preliminary Plans approved by Landlord and must be in all respects sufficient for the purpose of obtaining a building permit for Tenant's Work. If the submitted materials are not acceptable to Landlord, Landlord will so notify Tenant by returning the sepia with required changes noted within five (5) business days of receipt of same If required by Landlord, Tenant will cause the Construction Documents to be resubmitted to Landlord for its approval within seven (7) days after Landlord notifies Tenant of any required changes. Tenant's Work will not commence prior to Landlord’s disapproval's approval of the Construction Documents. Within ten If the Landlord fails to deliver to Tenant Landlord's written approval or its written request for revisions within five (105) business days after Landlord received receives any required revisions to them, Tenant will receive a credit against Base Rent beginning on the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated Commencement Date equal to one day's Base Rent for each day subsequent to the fifth (5th) business day after Tenant's submittal until the space plan is finally approved by Landlord and written approval has been delivered to Tenantday of Landlord's response. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto Except as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined provided in Paragraph 2(b)(iii) below).2 above, no delays in the design or performance of Tenant's Work will change the Start Date or the Commencement Date. Upon completion of Tenant's Work, Tenant will provide Landlord a complete set of reproducible as-built

Tenant’s Plans. (i) Tenant shall diligently pursue may currently be preparing or in the preparation future may prepare at any time during the term of all drawingsthe Lease, at its sole cost and expense, plans and specifications for non-structural improvements Tenant Improvements desires to make in accordance connection with this Paragraph 2(bTenant's occupancy of the Premises (the "Tenant's Plans"). All such plansIf so, drawings and specifications Tenant's Plans shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for its approval, which approval shall not be unreasonably withheld or delayed, except that under no circumstances shall any proposed plans be approved that involve any structural alterations to the building . At the Tenant's sole cost and expense, the Tenant shall cause the Tenant's Plans to be revised in a manner sufficient to remedy the Landlord's reasonable objections and/or respond to the Landlord's reasonable concerns and for such revised plans to be redelivered to the Landlord, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space planTenant's revised plans within five (5) business days following the date of submission. If the Landlord shall again disapprove Tenant's Plans, the Tenant shall make any changes necessary in order revise such plans and redeliver them to correct any item identified the Landlord pursuant to the prior two sentences until the Tenant's Plans have been approved by Landlord as grounds for its disapprovalthe Landlord. The Tenant's Plans shall be stamped by a Massachusetts-registered architect and engineer, such architect and engineer being subject to the Landlord's reasonable approval, which shall not be unreasonably withheld or delayed, and shall resubmit comply with all applicable laws, ordinances and regulations (including, without limitation, the correct space plan applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord within ten (10) business days after will not approve any alterations or additions requiring unusual expense to readapt the Premises to normal office, research and development or laboratory use on termination of this Lease or increasing the cost of insurance on the Building, unless the Tenant first gives assurances acceptable to the Landlord for payment of such increased cost and that such re-adaptation will be made prior to such termination without expense to the Landlord’s disapproval. Within ten (10) business days after The approval of any Tenant's Plans shall not impose upon the Landlord received any responsibility or liability whatsoever to the revised space planTenant. In connection with its approval of the Tenant's Plans, Landlord shall approve or disapprove it. This procedure shall be repeated until reserves the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review require Tenant, at Tenant's expense, to restore the Premises to its original condition and approve configuration and shall specify in writing those portions of Tenant's work which must be removed at the Working Drawings, interior color expiration of the Term of this Lease as part of Tenant's surrender and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with yield-up of the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Premises.

Tenant’s Plans. (i) Tenant shall diligently pursue have prepared, not later than the preparation times set forth in Paragraph C of all drawingsExhibit “E” hereto, and shall deliver to Landlord for its approval (which shall not be unreasonably withheld) one mylar and two blackline prints of the complete and final descriptive information and drawings described in Paragraph D of Exhibit “E” hereto and three (3) copies of the specifications, prepared by such space planner (“Tenant’s Layout Plans”) for the construction and finishing of the Premises for Tenant’s occupancy. Tenant’s plans shall be signed and sealed by an architect licensed by and registered in the Commonwealth of Pennsylvania. Tenant’s Layout Plans shall conform to the plans and specifications for heretofore submitted by Landlord to Tenant Improvements in accordance with this Paragraph 2(b). All such plansand applicable laws and requirements of public authorities and shall designate, drawings among other things, the locations of and specifications for all plumbing, electrical and mechanical equipment to be installed in the Premises, and all partitions, doors, lighting fixtures, electric receptacles and switches, telephone outlets and special air conditioning, floor coverings and other improvements to be installed by Tenant. Tenant’s Layout Plans shall be performed subject to Landlord’s review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by an architect and/or engineer Landlord. The Landlord shall advise Tenant within five (5) business days of its receipt of Tenant’s Layout Plans as applicable) reasonably to whether they are acceptable to Landlord. Concurrently with delivery of Tenant’s Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Premises as Tenant’s representative respecting the matters which are the subject of this Article 8 and who, as between Landlord and Tenant, and shall include have the following: (i) a space plan power to legally bind Tenant, in making requests for the Premises; (ii) complete architecturalchanges, engineering and other giving approval of plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior designor work, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan giving directions to Landlord within ten (10) business days after Landlord’s disapproval. Within ten (10) business days after Landlord received or the revised space planlike, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)under this Article 8.

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawingsmay currently be preparing, at its sole cost -------------- and expense, plans and specifications for improvements Tenant Improvements desires to make in accordance connection with this Paragraph 2(bTenant's occupancy of the Premises (the "Tenant's Plans"). All such plansIf so, drawings and specifications Tenant's Plans shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for its approval. Any disapproval by the Landlord of Tenant's Plans shall be accompanied by a reasonably specific statement of reasons therefor. At the Tenant's sole cost and expense, the Tenant shall cause the Tenant's Plans to be revised in a manner sufficient to remedy the Landlord's reasonable objections and/or respond to the Landlord's reasonable concerns and for such revised plans to be redelivered to the Landlord, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space planTenant's revised plans within two (2) Business Days following the date of submission. If the Landlord shall again disapprove Tenant's Plans, the Tenant shall make any changes necessary in order revise such plans and redeliver them to correct any item identified the Landlord pursuant to the prior two sentences until the Tenant's Plans have been approved by Landlord as grounds for its disapprovalthe Landlord. The Tenant's Plans shall be stamped by a Massachusetts-registered architect and engineer, such architect and engineer being subject to the Landlord's reasonable approval, which shall not be unreasonably withheld or delayed, and shall resubmit comply with all applicable laws, ordinances and regulations (including, without limitation, the correct space plan applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder, it being understood that Tenant shall be responsible only for compliance with ADA to the extent that non-compliance would result by virtue of Tenant's Work as distinguished from the state of the Premises at the time of delivery by Landlord) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord within ten (10) business days after will not approve any alterations or additions requiring unusual expense to readapt the Premises to normal office, research and development or laboratory use on termination of this Lease or increasing the cost of insurance on the Building, unless the Tenant first gives assurances acceptable to the Landlord for payment of such increased cost and that such re- adaptation will be made prior to such termination without expense to the Landlord’s disapproval. Within ten (10) business days after The approval of any Tenant's Plans shall not impose upon the Landlord received any responsibility or liability whatsoever to the revised space planTenant. In connection with its approval of the Tenant's Plans, Landlord shall approve or disapprove it. This procedure shall specify in writing those portions of Tenant's work which must be repeated until removed at the space plan is finally approved by Landlord expiration of the Term of this Lease as part of Tenant's surrender and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within yield-up of the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Premises.

Tenant’s Plans. (i) On or before August 9, 1996, Tenant shall diligently pursue the preparation provide to -------------- Landlord for its approval final working drawings, prepared by an architect that has been approved by Landlord (which approval shall not be unreasonably withheld), of all drawingsimprovements that Tenant proposes to have installed in the Premises; such working drawings shall include the partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the mechanical and plumbing systems of the Building, and detailed plans and specifications for Tenant Improvements the construction of the improvements called for in this Agreement, in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, governmental laws, ordinancescodes, codes rules and rulesregulations. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds for its disapproval, and shall resubmit the correct space plan to Landlord such drawings within ten (10) business days after of their receipt by Landlord’s disapproval. Within ten If Landlord disapproves such working drawings, Landlord shall specify the reasons for such disapproval in reasonable particularity, and Tenant shall make conforming revisions thereto and resubmit such working drawings to Landlord for re-review in accordance with the same procedure set forth above, except that Landlord must complete its review and notify Tenant of its approval or disapproval of such revised working drawings within five (105) business days of their receipt by Landlord. Landlord and Tenant shall initial the working drawings after Landlord received the revised space plan, Landlord shall approve or disapprove it. This procedure shall be repeated until the space plan is same have been finally approved by Landlord and written approval has been delivered to TenantLandlord. If Landlord fails falls to approve give Tenant notice as aforesaid either approving or disapprove any submission disapproving Tenant's initial working drawings or resubmitted working drawings within the required time period periods specified above, Landlord shall be deemed to have disapproved approved such submissioninitial working drawings or resubmitted working drawings, as applicable. Landlord has approved Landlord's approval of Tenant's working drawings shall not be unreasonably withheld, provided that (a) they comply with all applicable governmental laws, codes, rules and regulations, (b) such working drawings are sufficiently detailed to allow construction of the space plan for Building 2, improvements in a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review good and approve the Working Drawings, interior color and finishes, materials, specificationsworkmanlike manner, and other items pursuant (c) the improvements depicted thereon conform to Paragraph 2(b)(ii) the rules and (iii) belowregulations promulgated by Landlord for the construction of tenant improvements in the Building. As used herein, and further subject to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) below).phrase

Tenant’s Plans. (i) Landlord and Tenant shall diligently pursue the collaborate in preparation -------------- of all drawings, complete plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable to Landlord and Tenant, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively hereinafter referred to herein as “Working Drawings”. The space plan "Tenant's Plans") detailing the work and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and ruleselements comprising Tenant's Leasehold Improvement Request. Tenant shall submit its space plan such Plans to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. Landlord for review and written approval in Landlord’s sole discretion. Within ten (10not to be unreasonably withheld.) business days after such submission, Landlord shall either approve or disapprove the space plan. Tenant shall make any changes necessary in order to correct any item identified The approval by Landlord as grounds of Tenant's Plans for its disapprovalwork to be performed in the Leased Premises shall in no way create any responsibility or liability on the part of Landlord for their completeness, design sufficiency or compliance with any and all laws, rules and regulations of federal, state, county and municipal agencies or authorities. Any objections by Landlord to the Tenant's Plans and the reason therefore shall resubmit the correct space plan be given to Landlord Tenant within ten (10) business days of receipt of Tenant's Plans. Tenant shall complete or cause to have completed the Tenant's Plans within ninety (90) days of receipt of complete and accurate Base Building plans and specifications. If Tenant fails within the ninety (90) day period after Landlord’s disapproval. Within ten (10) business days after receiving the necessary Base Building information from Landlord received the revised space planto furnish to Landlord Tenant's Plans, Landlord shall approve or disapprove it. This procedure shall be repeated until have the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review and approve terminate the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant Lease five (5) days after written notice to Paragraph 2(b)(ii) and Tenant (iii) below, and further subject without prejudice to compliance and conformance with the Minimum Specifications (as defined in Paragraph 2(b)(iii) belowany right Landlord may have against Tenant for damages arising out of Tenant's failure).

Tenant’s Plans. (i) Tenant shall diligently pursue may currently be preparing or in the preparation of all drawingsfuture may prepare, at its sole cost and expense, plans and specifications for non-structural improvements Tenant Improvements desires to make in accordance connection with this Paragraph 2(bTenant’s occupancy of the Premises (the “Tenant’s Plans”). All such plansWhen completed, drawings and specifications Tenant’s Plans shall be performed by an architect and/or engineer (as applicable) reasonably acceptable submitted to Landlord for its approval. Under no circumstances shall any proposed plans be approved that involve any structural alterations to the building. At the Tenant’s sole cost and expense, the Tenant shall cause the Tenant’s Plans to be revised in a manner sufficient to remedy the Landlord’s reasonable objections and/or respond to the Landlord’s reasonable concerns and for such revised plans to be redelivered to the Landlord, and shall include the following: (i) a space plan for the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rules. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. for review and approval in Landlord’s sole discretion. Within ten (10) business days after such submission, Landlord shall either approve or disapprove the space planTenant’s revised plans within five (5) business days following the date of submission. If the Landlord shall again disapprove Tenant’s Plans, the Tenant shall make any changes necessary in order revise such plans and redeliver them to correct any item identified the Landlord pursuant to the prior two sentences until the Tenant’s Plans have been approved by Landlord as grounds for its disapprovalthe Landlord. The Tenant’s Plans shall be stamped by a Massachusetts-registered architect and engineer, such architect and engineer being subject to the Landlord’s reasonable approval, which shall not be unreasonably withheld or delayed, and shall resubmit comply with all applicable laws, ordinances and regulations (including, without limitation, the correct space plan applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord within ten (10) business days after will not approve any alterations or additions requiring unusual expense to readapt the Premises to normal office, research and development or laboratory use on termination of this Lease or increasing the cost of insurance on the Building, unless the Tenant first gives assurances acceptable to the Landlord for payment of such increased cost and that such re-adaptation will be made prior to such termination without expense to the Landlord. The approval alone of any Tenant’s disapprovalPlans shall not impose upon the Landlord any responsibility or liability whatsoever to the Tenant. Within ten (10) business days after Landlord received In connection with its approval of the revised space planTenant’s Plans, Landlord shall approve or disapprove it. This procedure shall be repeated until reserves the space plan is finally approved by Landlord and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2, a copy of which is attached hereto as Schedule 2 (the “Building 2 Space Plan”), subject to Landlord’s right to review require Tenant, at Tenant’s expense, to restore the Premises to its original condition and approve configuration and shall specify in writing those portions of Tenant’s work which must be removed at the Working Drawings, interior color expiration of the Term of this Lease as part of Tenant’s surrender and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with yield-up of the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)Premises.

Tenant’s Plans. (i) Tenant shall diligently pursue the preparation of all drawings, plans and specifications for Tenant Improvements in accordance with this Paragraph 2(b). All such plans, drawings and specifications shall be performed by an architect and/or engineer (as applicable) reasonably acceptable will submit to Landlord and Tenant, and shall include for Landlord’s written approval by no later than 15 days after the following: (i) Lease Commencement Date a space plan for set of the Premises; (ii) complete architectural, engineering and other plans for the Tenant Improvements; and (iii) a list of tenant improvement building standards for interior design, including a schedule (e.g. color palate, material board and spec sheets) of all interior color and finishes. Items (ii) and (iii) above are collectively referred to herein as “Working Drawings”. The space plan and Working Drawings shall comply with all applicable regulations, laws, ordinances, codes and rulesDesign/Development Plans. Tenant shall submit its space plan to Landlord, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. Landlord for review and approval in Landlord’s sole discretion. Within ten (10) business written approval, the Final Construction Plans by no later than 20 days after such submission, the date of Landlord’s approval of the Design/Development Plans. Landlord shall either approve or disapprove of such Design/Development Plans and such Final Construction Plans, respectively, within 10 Business Days of Landlord’s receipt of such plans, and, in the space plan. event of any disapproval of such plans, Landlord will provide Tenant shall make any changes necessary in order to correct any item identified by Landlord as grounds with a summary of the material reasons for its disapproval, and a detailed description of the changes that will be required before Landlord will reconsider approving the same. If necessary, Tenant shall resubmit promptly cause such the correct space plan Design/Development Plans or Final Construction Plans to Landlord within ten (10) business days after be modified to address with Landlord’s disapprovalreasonable requests. Within ten Xxxxxxxx’s approval of the Final Construction Plans shall not be unreasonably withheld, or delayed, provided that they are consistent with the Construction Guidelines (10to the extent they are applicable to the Building) business days after Landlord received and the revised space planDesign Development Plans approved by Landlord. At such time as the Final Construction Plans are completed and approved by Landlord, Landlord and Tenant shall approve or disapprove it. This procedure shall be repeated until each execute and deliver the space plan is finally approved by Landlord Approval Letter, reciting such approval and written approval has been delivered to Tenant. If Landlord fails to approve or disapprove any submission within definitively identifying the required time period Landlord shall be deemed to have disapproved such submission. Landlord has approved the space plan for Building 2Final Construction Plans so approved, and a copy of which is attached hereto as Schedule such letter shall be appended to each counterpart of the Lease. The Landlord Approval Letter shall also list any elements of Tenant’s Work that Tenant shall remove at the end of the Lease Term in accordance with Section 5.1.4. of the Lease. After execution of the Landlord Approval Letter, any material changes to Tenant’s Plans shall require Landlord’s prior written approval, such approval to follow the procedure outlined in this Section above. Upon issuance of the Landlord Approval Letter, Tenant shall promptly obtain the Building Permit. Any approval granted by Landlord under this Section 2 shall be granted solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Xxxxxxxx’s approval of any of the Tenant’s Plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s Work (including, without limitation, the “Building 2 Space Plan”compliance of the Tenant’s Work and Tenant’s Plans with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises, the demising of the Premises, and the placement of Tenant’s furniture, appliances and equipment), subject to and Landlord’s right to review and approve approval of the Working Drawings, interior color and finishes, materials, specifications, and other items pursuant to Paragraph 2(b)(ii) and (iii) below, and further subject to compliance and conformance with Tenant’s Plans shall in no event relieve Tenant of the Minimum Specifications (as defined in Paragraph 2(b)(iii) below)responsibility therefor.