Common use of Tenant’s Work Clause in Contracts

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except For purposes of this Article 5, the term "Tenant's Work" shall mean and refer to the construction and installation of all aspects of the Project as may set forth in detail in the Development Agreement, including the Improvements, and all other equipment, fixtures, pipes, wiring, mechanical systems and other property and systems necessary to the operation of the Project. All of Tenant's work shall be expressly done in the manner required by the Development Agreement and shall be completely lien-free (except as provided in this leaseSections 11.1 and 11.2 hereof, and except as otherwise permitted by the Development Agreement and the ESA). Tenant shall use commercially reasonable efforts to obtain warranties for Tenant's Work from its contractors and to enforce such warranties so that defects in Tenant's Work are corrected. If any warranties are not assignable to Landlord, Tenant shall nevertheless use reasonable diligence to keep such warranties in effect and to enforce the same. Tenant further agrees that if it determines that any portion of the Tenant's Work contains a material defect, it shall promptly notify Landlord of such defect and of the action which Tenant proposes to take or requires its contractors to take to remedy the same, provided that Tenant shall not replace take any fixtures action that may prejudice Landlord's ability to assert its warranty rights (if any) without Landlord's prior written consent. Without limiting the foregoing, Tenant reserves the right to install its own security system on the Project Site and Landlord, notwithstanding any other provision of this Lease to the contrary, understands and agrees that Tenant shall have the right to limit or restrict Landlord's access to the Project Site for reasonable safety and security purposes, but subject to Landlord's rights under Section 14.1 below and as provided for in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), ESA and the Development Agreement. Subject to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralrights of Tenant under Sections 11.1 and 11.2 hereof, and (b) does not (i) affect any part of except as permitted by the Real Property outside Development Agreement and the Premises (including the Building roof) or the exterior of the PremisesESA, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such all of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s 's Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and workercompleted lien-like manner using new materials of first class quality free and in compliance accordance with this leaseall Applicable Law. At Landlord's election, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s 's Work shall be fully paid for by Tenant when payment is due and coordinated with Landlord's construction manager (who shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered unreasonably interfere with the Premises, at the expiration rendition of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s 's Work). Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (A) Tenant shall not replace any fixtures in accept the Premises or make in their as-is condition without any changesobligation on the Landlord’s part to perform any additions, alterations, improvements, alterations demolition or additions other work therein or pertaining thereto. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Tenant shall submit to Landlord no later than forty-five (collectively45) days after the date of this Lease, a detailed floor plan layout together with working drawings (the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the Premisesrequirements of, Exhibit B-2. Provided that the Real PropertyPlans contain at least the information required by, and conform to the Building systemsrequirements of, or any part thereofsaid Exhibit B-2, without Xxxxxxxx’s prior consent. Landlord’s consent approval of the Plans shall not be unreasonably withheld withheld, conditioned or delayed if Tenantdelayed; however, Landlord’s Work (a) is nonstructural, and (b) does not (i) affect any part determination of the Real Property outside the Premises (including the Building roof) matters relating to aesthetic issues relating to alterations or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not changes which are visible outside the Premises during daylight hours shall be in Landlord’s sole discretion. Landlord agrees to review and provide comments on the Plans within fifteen (d15) is performed only business days of receipt. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by contractors its architect to incorporate all objections and subcontractors first conditions presented by Landlord and shall resubmit such plans to Landlord no later than ten (10) business days after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition. (which approval B) Once the Plans have been approved by Landlord, Tenant, at its sole cost and expense, shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required promptly, and with respect to such of all due diligence, perform Tenant’s Work as are cosmetic alterations (such as painting set forth on the interior Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work. All of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at performed strictly in accordance with the Plans (subject to minor and insubstantial field changes that have no material impact on the structure or building systems of the Office Area and will not delay Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this leaseWork), all Laws applicable Legal Requirements and Tenant’s Plans Insurance Requirements (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use 9.1 of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due Lease) and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant IX of the Lease. It shall be obligated to remove such Tenant’s Work. Section 5.2 Prior obligation to commencing any Tenant’s Work obtain a certificate of occupancy or other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans like governmental approval for the use and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in occupancy of the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed Premises to the extent Xxxxxxxx’s consent required by law, and Tenant shall not occupy the Premises for the conduct of business until and unless it has obtained such approval and has submitted to Xxxxxx’s Work shown on Landlord a copy of the same together with waivers of lien from all of Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (contractors in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andattached hereto as Exhibit G.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect Subject to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations12 herein, Tenant shall, at Tenant’s expensesole cost, deliver perform or cause the performance of all alterations, installations, additions and improvements that shall be required to Landlord detailed plans and specificationsbe made in or to the Premises in order to prepare the Premises, or any portion thereof, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in initial occupancy for the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws Permitted Use (such plans and specifications together with revisions thereto, collectively, “Tenant’s PlansWork”). All materials used in connection with Tenant’s Work shall be new and first quality and Tenant’s Work shall be performed in a good and workmanlike manner. Tenant’s Work shall constitute Tenant’s Changes (as hereinafter defined) and is subject to all of the terms and conditions set forth in Article 12 hereof attached hereto. Tenant shall deliver copies of all of its detailed plans, drawings and obtain specifications for Tenant’s Work to Landlord for its review and approval promptly following the mutual execution and delivery of this Lease. Tenant shall be in default hereunder if Tenant fails to complete Tenant’s Work pursuant to the terms and conditions contained herein within twelve (12) months after Landlord’s approval of Xxxxxxsaid detailed plans, drawings and specifications for Tenant’s PlansWork. (b) Provided this Lease shall be in full force and effect and no Event of Default (as hereinafter defined) shall have occurred and be continuing, Landlord shall reimburse Tenant for the cost of Tenant’s Work actually incurred by Tenant which constitute Qualified Alterations (as hereinafter defined), as approved by Landlord pursuant hereto and which are actually made by Tenant within six (6) months of the Commencement Date up to a maximum amount of Landlord’s Contribution. XxxxxxxxAs used herein, the term “Qualified Alterations” shall mean the labor and materials used by Tenant to construct Tenant’s approval Changes which are permanent leasehold improvements in and to the Premises in compliance with this Lease after the date hereof including electrical work, replacement of Xxxxxxexisting lighting, painting and the installation of carpeting, and Soft Costs (as hereinafter defined), subject to the limitations set forth herein. Qualified Alterations shall expressly exclude (and Landlord’s Plans Contribution shall not be unreasonably withheld applied to) architect’s and engineer’s fees and costs of permits (collectively, “Soft Costs”) in excess of Nineteen Thousand Six Hundred Eighty-Seven and 50/100 ($19,687.50) Dollars in the aggregate, the cost of interest or delayed late charges, or labor and materials and such services used to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Articlefurnish trade fixtures, furniture, furnishings, moveable business equipment, and any personal property whatsoever. Before commencing Tenant’s WorkExcept as otherwise expressly set forth herein, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to complete Tenant’s Work in accordance with the plant approved in writing by Landlord, and (c) deliver whether or not Landlord’s Contribution is sufficient to Landlord certificates (in form reasonably acceptable fund such completion. To the extent that the Qualified Alterations are less than Landlord’s Contribution, Tenant shall not be entitled to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of receive any Tenant’s Worksuch excess, andwhether as a credit, refund, abatement or otherwise.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (A) Tenant shall not replace any fixtures in accept the Premises or make in their as-is condition without any changesobligation on the Landlord’s part to perform any additions, alterations, improvements, alterations demolition or additions other work therein or pertaining thereto except as otherwise expressly set forth in the Lease. Tenant, at its sole cost and expense, shall perform all work necessary to prepare the Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts and reasonably approved by Landlord, such plans and specifications to be subject to the reasonable approval of the Landlord. Landlord hereby approves of Unispace as the Tenant’s architect. Tenant shall submit to Landlord a detailed floor plan layout together with working drawings (collectively, the “Tenant’s Submission”) for work to be performed by Tenant to prepare the Premises for Tenant’s occupancy (“Tenant’s Work”). Such floor plan layout and working drawings (the “Plans”) shall contain at least the information required by, and shall conform to the Premisesrequirements of, Exhibit B-2. Provided that the Real PropertyPlans contain at least the information required by, and conform to the Building systemsrequirements of, or any part thereofsaid Exhibit B-2, without Xxxxxxxx’s prior consent. Landlord’s consent approval of the Plans shall not be unreasonably withheld withheld, conditioned or delayed delayed. If Landlord disapproves of any Plans, then Tenant shall promptly have the Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord as soon as practically possible after Landlord has submitted to Tenant its objections and conditions. Such process shall be followed until the Plans shall have been approved by the Landlord without objection or condition. Once the Plans have been approved by Landlord, Tenant shall have the right to change, modify or amend such Plans, subject to the reasonable approval by Landlord of such changes, modifications or amendments as otherwise herein provided. Notwithstanding the foregoing, Landlord’s initial approval, or disapproval with supporting specific reasons, shall be provided to Tenant within ten (10) days of Landlord’s receipt, except that if Landlord reasonably determines that it must engage an outside consultant in connection with its review and approval of the Plans (i.e., because, in Landlord’s reasonable judgment, Landlord’s staff does not have the appropriate skills to perform such review), the period for Landlord’s review of the Plans shall be ten (10) business days after Landlord’s receipt. Future approvals, or disapprovals with supporting specific reasons, for subsequent submittals of corrections or changes, shall be provided to Tenant within three (3) business days of Landlord’s receipt. (B) Once the Plans have been approved by Landlord, Tenant’s Work (a) is nonstructural, at its sole cost and expense, shall promptly, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premiseswith all due diligence, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of perform Tenant’s Work as are cosmetic alterations (such as painting set forth on the interior Plans, and, in connection therewith, Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Work. All of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, performed strictly in accordance with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality the Plans and in compliance accordance with this lease, all Laws and Tenant’s Plans applicable Legal Requirements (as defined in Section 5.21.2 hereof) and Insurance Requirements (as defined in Section 5.12 of the Lease). Tenant shall have Tenant’s Work performed by contractors, reasonably approved by Landlord, which contractors shall provide to Landlord such insurance as required by Section 8.14 of the Lease. As part of Landlord hereby acknowledges that it has approved the contractors listed on Exhibit B-3 to act as Tenant’s contractor with respect to Tenant’s Work. Landlord shall have the right, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andwith

Tenant’s Work. Section 5.1 Except as may The facilities, materials, and work to be expressly provided in this leasefurnished, Tenant shall not replace any fixtures installed, and performed in the Premises or make any changes, improvements, alterations or additions (collectively, by Tenant are referred to as the “Tenant’s Work”),” which shall include any and all installations, materials, and work which may be undertaken by or for the account of Tenant other than Landlord’s Work described in ¶ 8.1 above, to prepare, equip, decorate, and furnish the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Premises and/or Premises for Tenant’s Work (a) is nonstructural, continued occupancy and (b) does not (i) affect any part of shall include the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such connection and/or rewiring of Tenant’s Work as are cosmetic alterations (such as painting telephone and data lines. Tenant shall not permit any liens to accrue or be filed against the interior of Building or Development in connection the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part performance of Tenant’s Work, . Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, obtain all necessary permits for Tenant’s Work, which shall be completed in form reasonably satisfactory to Landlord, prepared, certified, signed compliance with all applicable Laws and sealed by an architect or engineer licensed to practice codes and in the State of New York, and suitable for filing accordance with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval highest standards of Xxxxxx’s Plansbest construction practices. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing The parties agree that Tenant’s Work, to be completed by Tenant under Landlord’s supervision, as provided in the Lease, at Tenant’s sole cost and expense as soon as reasonably feasible after the Effective Xxxx, shall include the following items and the following items only: (a) obtain reconfiguration the existing Premises to create areas designated A, D, E, F, & G as shown on the site plan attached hereto as Exhibit B and incorporated herein by reference (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and the “Site Plan”); (b) deliver repair of the HVAC serving the main conference room — apply up to Landlord such security as shall be reasonably satisfactory to Landlord, and $3K in TI’s for upgraded compressor. (c) deliver remodeling of kitchenette; (d) installation of light tubes for Area A shown on the Site Plan; (e) installation of carpet for Areas A, B, C, D, E, F, & G as shown on the Site Plan; (f) installation of a keycard access system; (g) update Xxxx. 0 external paint accent colors to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andmatch Xxxx. 0

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (a) Landlord shall provide Tenant shall not replace any fixtures with an allowance equal to Fifty and 00/100 Dollars ($50.00) per square foot of space in the Demised Premises, currently estimated to be approximately One Million Six Hundred Eighty-Nine Thousand Three Hundred Dollars ($1,689,300) (the “Tenant Improvement Allowance”) to be applied towards the Cost, as hereinafter defined, of the initial improvements to be completed within the Demised Premises or make any changesby Tenant, improvements, alterations or additions as more particularly described in Exhibit “H” (collectively, hereinafter referred to as “Tenant’s Work”). For the purposes hereof, to “Costs” shall be defined as the Premiseshard and soft costs of construction including materials, labor, reasonable general conditions, reasonable contractor’s profit and overhead, architect and engineering design fees, permitting fees and project management fees. Any amount by which the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Cost of Tenant’s Work (a) is nonstructuralexceeds the Tenant Improvement Allowance shall be borne by Tenant. Notwithstanding the above, and Tenant, at Tenant’s sole option, may apply any unused portion of the Tenant Allowance, if applicable, as a credit against Basic Rental by providing written notice to Landlord. (b) does not Prior to the performance of Tenant’s Work, Tenant shall submit to Landlord for Landlord’s review and approval detailed plans and specifications therefor (i“Tenant’s Plans and Specifications”) affect created by Tenant’s architect Xxxxxxx Design Group (“Tenant’s Architect”) and substantially in accordance with Exhibit “H”. Tenant agrees that any part of the Real Property outside the Premises mechanical, engineering or plumbing design services shall be provided by Landlord’s engineer Xxxxx Xxxxx Associates (including the Building roof“Landlord’s MEP Engineer”) or the exterior of the Premises, (ii) affect and any structural element of the Buildingengineering design services shall be provided by Landlord’s structural engineer (“Landlord’s Structural Engineer”). Tenant shall not proceed with Tenant’s Work until it obtains Landlord’s written approval, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed. Landlord shall notify Tenant in writing of any comments or objections to Tenant’s Plans and Specifications within ten (10) business days following receipt, and Tenant shall respond to Landlord’s comments and objections with a revised version of Tenant’s Plans and Specifications which incorporate or otherwise address Landlord’s comments within ten (10) business days of receipt. Tenant shall pay to Landlord, upon demand, all reasonable out-of-pocket costs actually incurred by Landlord in connection with review and approval of Tenant’s Plans and Specifications. (c) Upon notice to Tenant no later than ten (10) business days after receipt of Tenant’s Plans and Specifications, Landlord may require, as part Landlord’s approval, that Tenant will remove all or part of any fixtures, data & telephone cabling and/or personal property installed as part of Tenant’s Work and attached to or built into the Demised Premises during the term of this Lease. Tenant shall remove any such items required by Landlord pursuant to the preceding sentence from the Demised Premises prior to the expiration of this Lease or surrender of the Demised Premises at Tenant’s sole cost and expense. Upon such removal Tenant shall immediately, and at its expense, repair and restore the Demised Premises to the condition existing prior to installation, reasonable wear and tear excepted, and repair any damage to the Demised Premises due to such removal. (d) Tenant shall engage Xxxxxx/Xxxxxxx Construction and Development, Inc. (“Xxxxxx/Xxxxxxx”) as its general contractor (“Tenant’s Contractor”) to perform Tenant’s Work. Provided Xxxxxx/Xxxxxxx remains licensed in the State of Michigan as a general contractor and otherwise complies with the requirements imposed by this Lease on Tenant’s contractors, Landlord hereby approves of Xxxxxx/Xxxxxxx as Tenant’s Contractor. Should Tenant elect to use a different general contractor as Tenant’s Contractor, such general contractor shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld or delayed. The selection of any subcontractors working under Tenant’s Contractor shall also be subject to Landlord’s approval, which shall not be unreasonably withheld or delayed. The above notwithstanding, Tenant’s Contractor shall engage Landlord’s subcontractors for any work related to the fire alarm system or HVAC controls. (e) In performing Tenant’s Work, Tenant agrees to (i) obtain all required permits; (ii) supply Landlord with certificates of insurance from Tenant’s Contractor and all subcontractors performing Tenant’s Work listing Landlord as certificate holder and additional insured and further listing such other additional insured parties as Landlord may designate in its reasonable discretion; (iii) coordinate work with Landlord; (iv) obtain Landlord’s consent, which shall not be unreasonably withheld or delayed at least twenty four (24) hours in advance prior to performing any structural work or work impacting the Building’s operation of base building fire alarm, fire sprinkler, plumbing, façade, roof, or mechanical systems; (v) performing work on the roof of the Building only under the supervision of Building personnel and Landlord’s roofing contractor (and further contracting with Landlord’s roofing contractor for any work or repairs to the roof required in connection with Tenant’s Work); and (vi) perform all Tenant’s Work in a good and workmanlike manner, in compliance with all applicable code requirements which govern the construction of Tenant’s Work, and also in compliance with the Building’s Contractor Rules & Regulations, attached hereto as Exhibit “F”. (f) Landlord shall deliver the Demised Premises to Tenant, and Tenant shall accept delivery of the same from Landlord, in its “as-is” condition, broom clean, free of tenants and otherwise in accordance with this Lease, except that Landlord shall, at its own cost, perform certain demolition and new work detailed in Exhibit “I” attached hereto and made a part hereof (“Landlord’s Work”). XxxxxxxxLandlord and Tenant shall agree upon a reasonable schedule for Landlord’s consent Work which provides for the timely completion of any portions of such Landlord’s Work which must be completed prior to the commencement of any portions of Tenant’s Work, and further provides for the performance of the balance of Landlord’s Work at times and in such a manner as to not unreasonably interfere with Tenant’s Work. Landlord shall not be required with respect to incur overtime costs and expenses in performing such of Tenant’s Work as are cosmetic alterations construction and/or installation. (such as painting the interior of the Premises, carpeting, and installation of shelving and display casesg) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. TenantLandlord’s Work shall be performeddeemed completed when Landlord has Substantially Completed the improvements set forth on Exhibit “I” subject only to the completion of details of construction, at decorations and mechanical adjustments which do not materially interfere with Tenant’s expenseWork or use of the Demised Premises (“Punch List Items”), and Tenant shall accept the same upon notice from Landlord that such improvements have been completed, subject to completion of the Punch List Items (“Substantial Completion”). As soon as reasonably practicable following Landlord issuing notice of Substantial Completion, but prior to the date upon which Tenant occupies the Demised Premises, Landlord and Tenant shall conduct a walkthrough of the Demised Premises for the purpose of documenting Punch List Items, and Landlord shall thereafter diligently pursue the completion of all Punch List Items. (h) At Tenant’s sole election, Landlord shall make payments under the Tenant Improvement Allowance either (x) directly to Tenant; or (y) to Tenant’s General Contractor, Tenant’s Architect, or Landlord’s MEP Engineer (collectively, “Tenant’s Representative”). If payment is request directly to Tenant, then such payment will be made within thirty (30) days after Tenant delivers to Landlord a receipt of the paid invoice(s) for any qualifying Costs along with diligence when started so as unconditional lien waivers for the work performed to promptly complete it the Demised Premises, provided that at the time of such request, (i) Landlord is able to confirm upon inspection of the Demised Premises, that Tenant’s Work has progressed to a point commensurate with the amount being requested to be disbursed from the Tenant Improvement Allowance, in a good its reasonable judgment, and worker-like manner using new materials of first class quality and (ii) Tenant is in compliance with all terms and conditions of this leaseparagraph and Tenant shall not be in default of any of Tenant’s obligations under this Lease beyond any applicable notice and cure periods contained herein. (i) The following shall be conditions precedent to Landlord making any payment directly to a Tenant Representative: 1. Tenant shall deliver to Landlord a true and complete copy of the fully executed contract between Tenant and such Tenant Representative setting forth the scope of work or services, all Laws terms and conditions governing payment, and other terms and conditions which are customarily included in agreements with architects, engineers or general contractors (as the case may be) for the renovation of office space on behalf of a Tenant; 2. Landlord, Tenant and such Tenant Representative, shall have mutually agreed upon and executed a tri-party agreement acknowledging that any payment by Landlord to such Tenant Representative constitutes a payment by Tenant required under its contract with such Tenant Representative in each instance and that such payment by Landlord to such Tenant Representative in no way creates any liability for Landlord with respect to any of the terms and conditions contained in the contract between Tenant and such Tenant Representative. Such tri-party agreement shall further provide that Tenant and Tenant’s Plans (as defined Representative each release Landlord from any liability arising out of the terms and conditions of the contract between Tenant and Tenant’s Representative. 3. Tenant shall make request for each payment by Landlord to a Tenant Representative in Section 5.2) as approved writing, which request shall acknowledge that such payment by Landlord, when paid, shall constitutes a disbursement under the Tenant Improvement Allowance. 4. Any individual request by Tenant that Landlord pay Tenant’s General Contractor directly shall be accompanied by a signed and notarized payment application from Tenant’s General Contractor in the AIA G702 format, which payment application must also be signed and and sealed by Tenant’s Architect and Landlord’s MEP Engineer (if the payment application involves progress payments for work put in place which falls under their respective scopes of design work). Such payment applications shall be accompanied by appropriate lien waivers, backup for general conditions, and subcontractor payment applications in reasonably sufficient detail along with each subcontractor's lien waiver. 5. Any individual request by Tenant that Landlord pay Tenant’s Architect or Landlord’s MEP Engineer directly shall be accompanied by a reasonably detailed invoice from Tenant’s Architect or Landlord’s MEP Engineer, as the case may be, and in each instance Tenant’s request shall include an acknowledgement that services were rendered as detailed on such invoice in a manner satisfactory to Tenant and in accordance with the requirements of Tenant’s contract with such Tenant Representative. (j) The above notwithstanding, Landlord shall not be required to make payments to Tenant or any Tenant Representative from the Tenant Improvement Allowance each more than once per thirty (30) days. Further, as condition precedent to paying to Tenant or any Tenant Representative any amount, which, together with amounts previously paid to Tenant or any Tenant Representative, equals the entire Tenant Improvement Allowance, Tenant shall provide copies of all required inspections having been passed and a certificate of occupancy having been issued by the City of Southfield. As part additional conditions precedent to Landlord making any payment to Tenant’s General Contractor, which, together with amounts previously paid to Tenant’s General Contractor by Tenant or Landlord under Tenant’s contract with Tenant’s General Contractor to perform Tenant’s Work, equals the entire value of such contract (adjusted to account for any change orders executed between Tenant and Tenant’s General Contractor), Tenant’s General Contractor shall not be in violation of any of the Contractor Rules & Regulations included in Exhibit “E” and Tenant shall provide Landlord with copies of the final unconditional lien waiver from Tenant’s General Contractor and each of its subcontractors. (k) As compensation for Landlord’s oversight of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use pay to Landlord, upon demand, a fee in an amount equal to two percent (2%) of the Premises total hard cost of such Tenant Work. Additionally, Tenant shall not result in noise and/or odors being transmitted outside pay to Landlord, upon demand, amounts to reimburse Landlord for its actual cost related to the Premises. provision of Building personnel to operate elevators or otherwise to facilitate Tenant’s Work shall be fully paid during times other than Building Hours provided such Building personnel would not otherwise have been working during such times as part of their normal working hours. Tenant shall, upon request, provide Landlord with reasonable evidence of all amounts expended by it for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workincluding any “soft costs”). Section 5.2 Prior (l) At Landlord’s option, Landlord shall have the right to commencing deduct any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver amounts due to Landlord detailed plans and specifications, for in connection with Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s WorkSection 4(b) and Section 4(h) hereof, from the Tenant shall (a) obtain (Improvement Allowance, or the portion then remaining, by providing written notice to Tenant along with reasonable supporting documentation for the amounts being deducted and deliver the impact on the amount of the Tenant Improvement Allowance remaining and available to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andTenant thereafter.

Tenant’s Work. Section 5.1 Except as (a) Tenant shall prepare, at its sole cost and expense (against which the Landlord’s Contribution may be expressly provided applied), a set of design/development plans in this leasesubstantial conformity with the concept plan approved by Landlord (subject to Landlord’s review of further details regarding access and maintenance of the tel/data room and access, maintenance and ventilation issues in connection with components located on the third floor along the window line) and attached hereto as Exhibit G, Tenant shall not replace any fixtures Design and Construction Guidelines attached hereto as Exhibit H (“Tenant Design and Construction Guidelines”) and the allocation of responsibilities set forth in the Landlord/Tenant Matrix sufficient for Landlord to approve Tenant’s proposed design of the Premises or make any changes(“Design/Development Plans”), improvements, alterations or additions and a full set of final permit-ready construction drawings (collectively, “Final Construction Drawings”) for the interior finish and layout of the initial improvements (“Tenant’s Work”), ) which Tenant desires to have performed in the Premises. The Design/ Development Plans and the Final Construction Drawings are collectively referred to herein as the “Plans.” Provided that no Default has occurred and remains outstanding, Landlord shall reimburse Tenant up to $4,358.60 ($.10 per RSF) for out of pocket costs incurred in preparing the Real Property, initial test fit of the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and Premises. (b) does not (i) affect any part The Plans shall be submitted to Landlord, together with a construction budget setting forth the anticipated costs for the Tenant’s Work, and Landlord shall approve or disapprove of the Real Property outside the Premises (including the Building roof) or the exterior of the PremisesPlans, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld withheld, conditioned or delayed, and Landlord shall respond in any event within fifteen (15) days of receiving them. No work shall be conducted by or on behalf of Tenant until the Final Construction Drawings have been approved for such work in writing by Landlord. At Tenant’s sole cost and expense (against which the Landlord’s Contribution may be applied), Tenant shall cause the Plans to be revised in a manner sufficient to remedy the Landlord’s objections and/or respond to the Landlord’s concerns and for such revised Plans to be redelivered to Landlord, and Landlord shall approve or disapprove such portions of the Plans to which Landlord previously commented within seven (7) Business Days following the date of resubmission. XxxxxxxxLandlord’s consent failure to timely respond to Tenant’s submitted Plans or revised Plans shall be deemed to be approval thereof provided that upon submitting such plans, Tenant provides written notice to Landlord stating “IF LANDLORD FAILS TO RESPOND TO THE ENCLOSED PLANS WITHIN 15 DAYS (OR 7 BUSINESS DAYS AS APPLICABLE), LANDLORD’S APPROVAL SHALL BE DEEMED GIVEN PURSUANT TO SECTION 5.2(b) OF THE LEASE” in upper case boldface type in the top margin of such notice. Landlord’s approval is solely given for the benefit of Landlord and Tenant under this Section 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. (c) Landlord shall not charge Tenant any coordination, overhead or contractor supervision fees in connection with Tenant’s Work; provided, however that Landlord shall be reimbursed from the Landlord’s Contribution for any third-party, out of pocket expenses incurred by Landlord in connection with the review and approval of Tenant’s Work. (d) The Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer and Tenant’s general contractor and subcontractors, being subject to Landlord’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, and shall comply with the Legal Requirements and the requirements of the Tenant Design and Construction Guidelines. The final approved Plans shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required with respect to such of for Tenant’s Work as are cosmetic alterations Work. (such as painting the interior of the Premises, carpeting, and installation of shelving and display casese) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performedcompleted in accordance with the Plans and no material changes to Tenant’s Work shall occur without Landlord’s approval as set forth herein. All of the Tenant’s Work shall be performed in accordance with the requirements set forth in the Tenant Design and Construction Guidelines and completed in a first class workmanlike manner. Tenant shall be solely responsible for the effect of the Tenant’s Work on the Building’s structure and systems, whether or not Landlord has consented to the Alterations, and shall reimburse Landlord on demand for any costs incurred by Landlord by reason of any faulty work done by Tenant or its contractors. All of Tenant’s Work shall be performed in such manner as to maintain harmonious labor relations and to minimize any material interference with Building operations or other construction work being performed within the Building. (f) Tenant shall use diligent efforts to keep the Project and Tenant’s leasehold interest therein free of any liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within ten (10) Business Days following notice to Tenant of their filing. Before commencement of any work, upon Landlord’s request, Tenant’s contractor shall provide a payment, performance and lien indemnity bond required by Landlord. Tenant shall provide evidence of such insurance as Landlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant. (g) All alterations affixed to the Premises shall become part thereof and remain therein at the end of the Term unless otherwise agreed to by Landlord and Tenant. However, if Landlord gives Tenant a notice, at the time Landlord approves the Plans, to remove any alterations, Tenant shall do so and shall pay the cost of removal and any repair required by such removal. (h) All of Tenant’s personal property, trade fixtures, equipment, furniture, movable partitions, and any alterations not affixed to the Premises shall remain Tenant’s property, removable at any time. If Tenant fails to remove any such materials at the end of the Term, Landlord may do so and store them at Tenant’s expense, with diligence when started so as without liability to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon may sell them at public or private sale and be surrendered with apply the Premisesproceeds to any amounts due hereunder, at the expiration including costs of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights theretoremoval, in which case Tenant shall be obligated to remove such Tenant’s Workstorage and sale. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except The Tenant acknowledges and agrees that, except for the Landlord’s Work, the Tenant accepts the Leased Premises on an “as is, where is” basis, and that the Landlord has made no representation or warranty whatsoever as to the condition of the Leased Premises and/or the suitability thereof for the Tenant’s intended use. The Tenant shall be responsible for all other work which may be expressly provided required to be completed in, on or to the Leased Premises (subject to the provisions of this Lease) in this leaseorder for the Tenant to occupy, Tenant shall not replace any fixtures in use and enjoy the Leased Premises or make any changes, improvements, alterations or additions and conduct its business therefrom (collectively, the “Tenant’s Work”), . Prior to commencement of the PremisesFixturing Period, the Real Property, Tenant shall provide a copy of its plans and specifications for the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralto the Landlord for its prior written approval prior to commencing construction, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent The Tenant agrees that, on or before July 6, 2004, it shall not be required provide the Landlord with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior following preliminary plans, drawings and specifications for the approval of the Premises, carpeting, and installation of shelving and display casesLandlord (where required) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions terms of this Article that Landlord relinquishes its rights theretoLease, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterationsnamely: • Architectural; • Structural (if any); • Electrical; • Mechanical, Tenant shallincluding plumbing, at Tenant’s expenseheating, deliver to Landlord detailed plans air conditioning, sprinklers, ventilation and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in instrumentation (collectively the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval . The Landlord shall have a period of Xxxxxx’s Plans. Xxxxxxxx’s approval thirty (30) days following submission of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is to the Landlord within which to approve same, such approval not to be unreasonably withheld or delayed pursuant to this Articlewithheld. Before commencing If the Tenant’s WorkPlans are not approved or acting reasonably disapproved by the Landlord within thirty (30) days following the submission thereof to the Landlord for its approval, the Tenant shall have a period of five (a5) obtain (and deliver business days thereafter to Landlord copies of) all required permits and authorizations of any Authority for such workterminate this Lease without penalty. In the event the Tenant elects to terminate, and (b) deliver to Landlord such security as this Lease shall be reasonably satisfactory to null and void and of no further force or effect. If within five (5) business days following the expiry of the thirty (30) day period for the approval of the Tenant’s Plans by the Landlord, the Tenant does not elect to terminate this Lease by written notice to the Landlord, this Lease shall remain in full force and (c) deliver to Landlord certificates (effect in form reasonably acceptable to Landlord) evidencing accordance with its terms. The Tenant shall complete the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s WorkWork in accordance with the Tenant’s Plans approved by the Landlord, andin a good and workmanlike manner and in compliance with all applicable laws.

Tenant’s Work. Section 5.1 Except The Architectural Drawings and Specifications and the Engineering Plans and Specifications, as may be expressly provided in this leaseapproved by Landlord, shall thereupon collectively constitute the "Tenant's Plans". Tenant shall not replace any fixtures improve the Premises in accordance with the Tenant’s Plans. The work set forth in the Premises or make any changes, improvements, alterations or additions (collectively, Tenant’s Plans is hereinafter referred to as “Tenant’s Work”). From and after the date of Landlord’s approval of the Tenant’s Plans, any changes to the Premises, the Real Property, the Building systems, or any part thereof, without XxxxxxxxTenant’s prior consentPlans shall not be binding unless approved in writing by both Landlord and Tenant. Landlord’s consent shall not be unreasonably withheld or delayed if approval of the Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which Plans shall constitute approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work design concept only and shall in no event be deemed a representation or warranty by Landlord as are cosmetic alterations (such as painting to whether the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Plans comply with any and all legal requirements applicable to the Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws Plans and Tenant’s Plans (as defined in Section 5.2) as approved by LandlordWork. As part In the performance of Tenant’s Work, Tenant shall soundproof comply with all applicable laws, codes and regulations. Tenant shall obtain all permits, certificates and other governmental approvals from all governmental entities having jurisdiction thereover which are necessary for the Premises prosecution and install appropriate ventilation if required so that completion of Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the PremisesWork. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall include, but not be financed with any conditional sales or title retention agreements or by limited to, the granting cost of any security interestsall permits and governmental inspections, liensall architectural and engineering fees, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements the preparation and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver delivery to Landlord detailed of a complete set of “as-built” plans and specifications, for showing Tenant’s Work, in form reasonably satisfactory hard copy and an electronic version thereof which is acceptable to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed Landlord (the "As-Built Plans") (which As-Built Plans shall be delivered to practice in Landlord not later than the State tenth (10th) day following the substantial completion of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”Work), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed Prior to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver provide to Landlord copies of) all required permits the name and authorizations address of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons subcontractor which Tenant intends to be employed in the performance of any employ to perform Tenant’s Work, andthe use of which subcontractors and contractors shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed if (1) the contractor or subcontractor is properly licensed, (2) Landlord has had no prior experience with such contractor or subcontractor which was unsatisfactory to Landlord and (3) Landlord knows of no prior unsatisfactory experience that a third party has had with such contractor or subcontractor. Prior to the commencement of any of Tenant’s Work, Tenant shall deliver to Landlord, with respect to each contractor and subcontractor which Tenant intends to employ to perform any of Tenant’s Work, a certificate of insurance from each such contractor or subcontractor specifying Landlord as a named insured and evidencing that each such contractor or subcontractor has obtained the insurance coverages described in Section 17.B. of the Lease. Tenant shall not be obligated to use union labor in connection with Tenant’s Work. Said contractors and subcontractors shall also comply with other reasonable industry requirements of Landlord. Tenant shall pay to Landlord a coordination fee in an amount equal to one percent (1%) of the cost of the Tenant Allowance (as hereinafter defined) (the "Coordination Fee"), which Coordination Fee shall be deducted from the Tenant Allowance to the extent that funds are available therefrom for such purpose or otherwise paid directly by Tenant to Landlord upon the substantial completion of Tenant’s Work.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changeschanges to the Premises, improvementsthe Building, alterations the Building systems, or additions any part thereof (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without XxxxxxxxLandlord’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if provided that Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, (ii) adversely affect any structural element of the Building, Building (iii) adversely affect any Building system, system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (db) is performed only by contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of , except that any Tenant’s Work as are cosmetic alterations (such as painting the interior which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of the Premises, carpeting, approved contractors and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”subcontractors for that work), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord). As part If Tenant’s Work consists solely of the installation of Tenant’s WorkProperty in the Premises, Tenant shall soundproof a change affecting only Tenant’s Property in the Premises and install appropriate ventilation if required so that Tenant’s use or the painting, carpeting or decorating of the Premises Premises, Landlord’s consent shall not result in noise and/or odors being transmitted outside the Premises. be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall be fully paid for by Tenant when payment is due apply and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. (iii) such Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term does not violate clauses (a) or the sooner termination (b) of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Section. Prior to commencing performing any Tenant’s Work other than purely Cosmetic Alterationswhich, pursuant to this Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense, expense (a) deliver to Landlord Landlord, detailed plans and specifications, specifications for Tenant’s Work, Work in form reasonably satisfactory to Landlord, prepared, certified, signed Landlord prepared and sealed certified by an a registered architect or engineer licensed to practice in the State of New Yorkengineer, and suitable for filing with the applicable Authority, if filing is required by applicable Laws Law (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and (b) obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of XxxxxxTenant’s Plans (which shall not be unreasonably withheld or delayed to the extent XxxxxxxxLandlord’s consent to XxxxxxTenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work), Tenant shall (ac) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such workAuthority, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (cd) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) of worker’s compensation insurance (covering all persons to be employed in the performance of by Tenant, and all contractors and subcontractors performing any Tenant’s Work), andcommercial general liability insurance (naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds) and Builder’s risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the total cost of such Tenant’s Work and reasonably acceptable to Landlord securing Tenant’s obligation to complete and pay for such Tenant’s Work. Tenant shall promptly reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. If, in connection with Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant shall, at Tenant’s expense, have it removed by bonding or otherwise within 30 days after Tenant receives notice of the filing. Tenant shall not employ, or permit the employment of, any contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment shall, in Landlord’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Tenant shall not place a load on any floor of the Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. On or before the Expiration Date, Tenant shall, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant was required to remove) which is not removed by Tenant by the Expiration Date shall be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at Tenant’s expense. The following defined terms are used in this Article:

Tenant’s Work. Section 5.1 Except as (a) Tenant shall prepare, at its sole cost and expense (against which the Landlord’s Contribution may be expressly provided applied), a set of design/development plans in this leaseconformance with the concept plan approved by Landlord (subject to Landlord’s review of further details regarding access, maintenance and ventilation issues in connection with the cold room located on the second floor along the window line) and attached hereto as Exhibit H, Tenant shall not replace any fixtures Design and Construction Guidelines attached hereto as Exhibit I (“Tenant Design and Construction Guidelines”) and the allocation of responsibilities set forth in the Landlord/Tenant Matrix sufficient for Landlord to approve Tenant’s proposed design of the Premises or make any changes(“Design/Development Plans”), improvements, alterations or additions and a full set of final permit-ready construction drawings (collectively, “Final Construction Drawings”) for the interior finish and layout of the initial improvements (“Tenant’s Work”), ) which Tenant desires to have performed in the Premises. The Design/Development Plans and the Final Construction Drawings are collectively referred to herein as the “Plans.” Provided that no Default has occurred and remains outstanding, Landlord shall reimburse Tenant up to $6,159.10 ($.10 per RSF) for out of pocket costs incurred in preparing the Real Property, initial test fit of the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and Premises. (b) does not (i) affect any part The Plans shall be submitted to Landlord, together with a construction budget setting forth the anticipated costs for the Tenant’s Work, and Landlord shall approve or disapprove of the Real Property outside the Premises (including the Building roof) or the exterior of the PremisesPlans, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld withheld, conditioned or delayed, and Landlord shall respond in any event within fifteen (15) days of receiving them. No work shall be conducted by or on behalf of Tenant until the Final Construction Drawings have been approved for such work in writing by Landlord. At Tenant’s sole cost and expense (against which the Landlord’s Contribution may be applied), Tenant shall cause the Plans to be revised in manner sufficient to remedy the Landlord’s reasonable objections and/or respond to the reasonable concerns and for such revised Plans to be redelivered to Landlord, and Landlord shall approve or disapprove such portions of the Plans to which Landlord previously commented seven (7) days following the date of resubmission. XxxxxxxxLandlord may not disapprove anything on a set of Plans which it has previously approved in an earlier set of Plans unless new revealed by the applicable later iteration of Tenant’s consent Plans provides Landlord with a reasonable basis for doing so. Landlord’s failure to timely respond to Tenant’s submitted Plans or revised Plans shall be deemed to be approval thereof provided that upon submitting such plans, Tenant provides written notice to Landlord stating “IF LANDLORD FAILS TO RESPOND TO THE ENCLOSED PLANS WITHIN 15 DAYS (OR 7 DAYS AS APPLICABLE), LANDLORD’S APPROVAL SHALL BE DEEMED GIVEN PURSUANT TO SECTION 5.2(b) OF THE LEASE” in upper case boldface type in the top margin of such notice. Landlord’s approval is solely given for the benefit of Landlord and Tenant under this Section and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of the Plans for any other whatsoever. (c) Landlord shall not charge Tenant any coordination, overhead or contractor supervision fees in connection with Tenant’s Work; provided, however that Landlord shall be reimbursed from the Landlord’s Contribution for any reasonable third-party, out of pocket expenses incurred by Landlord in connection with the review and approval of Tenant’s Work. (d) The Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer and Tenant’s general contractor and subcontractors, being subject to Landlord’s prior approval, which shall not be unreasonably withheld, conditioned or delayed, and shall comply with the Legal Requirements and the requirements of the Tenant Design and Construction Guidelines. The final approved Plans shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required with respect to such of for Tenant’s Work as are cosmetic alterations Work. (such as painting the interior of the Premises, carpeting, and installation of shelving and display casese) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performedcompleted in accordance with the Plans and no material changes to Tenant’s Work shall occur without Landlord’s approval as set forth herein. All of the Tenant’s Work shall be performed in accordance with the requirements set forth in the Tenant Design and Construction Guidelines and completed in a first class workmanlike manner. Tenant shall be solely responsible for the effect of the Tenant’s Work on the Building’s structure and systems, whether or not Landlord has consented to the Alterations, and shall reimburse Landlord on demand for any costs incurred by Landlord that can be demonstrated by clear evidence to have been caused by reason of any faulty work done by Tenant or its contractors. All of Tenant’s Work shall be performed in such manner as to maintain harmonious labor relations and to minimize any material interference with Building operations. (f) Tenant shall use diligent efforts to keep the Project and Tenant’s leasehold interest therein free of any liens or claims of liens arising from acts or omissions of Tenant, or its subtenants, contractors or others claiming by, through or under Tenant, and shall discharge or bond any such liens within ten (10) Business Days following notice to Tenant of their filing. Tenant shall provide evidence of such insurance as Landlord may reasonably require, naming Landlord as an additional insured. Tenant shall indemnify Landlord and hold it harmless from and against any cost, claim, or liability arising from any work done by or at the direction of Tenant. (g) All alterations affixed to the Premises shall become part thereof and therein at the end of the Term. However, if Landlord gives Tenant a notice, at the time Landlord approves the Plans, to remove any alterations, Tenant shall do so and shall pay the cost of and any repair required by such removal. Notwithstanding the foregoing, within four weeks after the expiration or earlier termination of the Term of the Lease and provided that Tenant continues pay the periodic Rent obligation pending completion of the work, Tenant shall remove the stairwell shown on the Plans and installed as part of Tenant’s Work and restore the applicable to the condition existing as of the Effective Date. Tenant may elect to have Landlord perform stairwell infill restoration work at Tenant’s cost (in which case, no Rent shall be due Landlord assuming that Tenant is not otherwise is in possession of the Premises) upon written notice to Landlord at least six months prior to the expiration of the Term. If Tenant makes such election, Landlord will solicit at least three bids from contractors at least four months prior to the of the Term. Landlord will choose the lowest qualified bidder and arrange for such restoration work to be performed at Tenant’s cost within four weeks after the expiration or earlier of the Term of the Lease. Notwithstanding the foregoing, if Landlord has entered into a lease agreement with a tenant that desires that the stairwell remains in place, Tenant shall not be obligated to remove the staircase or pay for Landlord to do so. (h) All of Tenant’s personal property, trade fixtures, equipment, furniture, movable partitions, and any alterations not affixed to the Premises shall remain Tenant’s property, removable at any time. If Tenant fails to remove any such materials at the end of the Term, Landlord may do so and store them at Tenant’s expense, with diligence when started so as without liability to promptly complete it in Tenant, and may sell them at public or private sale and apply the proceeds to any amounts due hereunder, including costs of removal, storage and sale. (i) Tenant desires to achieve a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and LEED Gold Certification for Tenant’s Plans (as defined in Section 5.2) as approved by LandlordWork from the United States Green Building Council. As part of Upon Tenant’s request, Landlord shall cooperate with such process and provide all information and documentation reasonably required in connection therewith provided that such cooperation shall not cause Landlord to incur any cost or liability including, without limitation, required modifications to Landlord’s Work, Tenant . Nothing contained herein shall soundproof the Premises and install appropriate ventilation if required so be construed as a warranty or guaranty that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall aspirational LEED certification will necessarily be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales achieved or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workmaintained. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. (a) Other than Landlord’s Work pursuant to Section 5.1 Except as may be expressly provided in this lease7.01 herein, if desired, Tenant shall not replace any fixtures in the Premises or make any changesshall, improvementsat its sole cost and expense, alterations or additions (collectively, “commence all Tenant’s Work”). Tenant shall enter the Demised Premises after the Delivery Date for the purpose of performing Tenant’s Work, to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if provided that: (i) all Tenant’s Work (a) is nonstructuralshall be conducted in such a manner as, and (b) does performed by such labor that, will not (i) interfere with, impede or affect in any part way Landlord’s Work, Landlord’s other construction activities at the Project, the construction activities of any tenant or other occupant within the Real Property outside Project, and/or any other work being performed in connection with the Premises (including the Building roof) or the exterior of the Premises, Project, (ii) affect any structural element Tenant shall, at its own expense, remove from the Demised Premises and the Common Areas, on a daily basis, all trash which may accumulate in connection with Tenant’s Work activities and keep the Common Areas free of the Building, building material and equipment used in connection with Tenant’s Work, (iii) adversely affect any Building systemTenant shall perform all duties and obligations imposed by this Lease, or including, but not limited to, those provisions relating to utilities, insurance and indemnification, (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is Tenant’s Work shall only be performed only by those contractors and subcontractors first approved by Landlord (in writing, which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required withheld, and (v) in connection with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof obtain, in addition to all required approvals from Landlord as set forth in this Lease, the Premises and install appropriate ventilation if required so that approval of all governmental authorities having jurisdiction. (b) If Tenant fails or omits to make timely submission to Landlord of any component of Tenant’s use of the Premises shall not result Plans or delays in noise and/or odors being transmitted outside the Premises. submitting or supplying information or in giving authorizations or in performing or completing Tenant’s Work or in any manner delays or interferes with the performance of Landlord’s Work or any other work being performed at or in connection with the Project, Landlord, in addition to any other right or remedy it may have hereunder or at law or in equity, may pursue any one or more of the following remedies: (i) Landlord may give Tenant at least ten (10) days written notice that if a specified failure, omission or delay is not cured by the date therein stated, this Lease, at Landlord’s option, shall be fully paid deemed cancelled and terminated without prejudice to Landlord’s other rights and remedies hereunder or available at law or in equity, including, without limitation, a suit for by damages, and (ii) Landlord may give written notice to Tenant when payment (notwithstanding that such a notice is due and shall not otherwise required hereunder) that the Rent Commencement Date will be financed with any conditional sales or title retention agreements or by deemed to have commenced on the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installationdate, to be improvements and betterments that become therein specified, when the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies same would have commenced if Tenant in accordance had timely complied with the provisions of this Article that Landlord relinquishes its rights theretoLease in any way pertaining to the submission of Tenant’s Design Drawings, in which case Tenant shall be obligated to remove such working drawings and specifications and the performance of Tenant’s Work. (c) Tenant agrees to observe and comply with all of the obligations, standards, requirement, procedures, criteria and schedules set forth or referred to in Exhibit “D.” (d) Notwithstanding anything to the contrary contained in this Section 5.2 Prior 7.03, Landlord shall not be responsible or liable to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shallits agents, at Tenant’s expenseservants, deliver to Landlord detailed plans and specificationsemployees, licensees or contractors, or their respective agents, servants, employees, licensees or contractors, for Tenant’s Workany loss or damage to the property of such parties occurring during the Term. (e) Landlord agrees to provide Tenant and its agents and professionals access to the Demised Premises from and after the date hereof, in form reasonably satisfactory upon at least twenty-four (24) hours advanced notice to Landlord, preparedfor the sole purpose of taking measurements and for other design and/or construction related items, certified, signed provided that any individual entering the Demised Premises shall be accompanied by a representative of Landlord. Tenant shall use such entry to confirm the square footage of the Demised Premises. The parties acknowledge and sealed by an architect or engineer licensed to practice in agree that the State of New York, and suitable for filing with square footage shall be as set forth on the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain prepared by the architect engaged by Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease(a) Prior to the initial installation of the Equipment on the Property, the Tenant shall deliver to the Landlord updated Schedule “B” plan(s), if any (the “Updated Plans”). The Updated Plan(s) shall substitute and replace the plan(s) originally attached to this Lease as Schedule “B”. (b) The Landlord agrees that the Equipment shall not replace become fixtures of the Lease but shall be and remain the property of the Tenant and the Tenant shall have the right to remove the Equipment from the Leased Premises at any fixtures time from time to time by the Tenant during the Term or any Extended Term (if applicable), provided the Tenant makes good, at the Tenant’s cost and expense, any damage caused by such removal, reasonable wear and tear excepted. (c) The Tenant may make any alterations and/or improvements to the Equipment or the Leased Premises during the Term or any Extended Term (if applicable) without requiring the Landlord’s consent (“Alterations”). Alterations may include, but are not limited to, the reconfiguration or replacement of the existing telecommunications tower, the reconfiguration or replacement of existing, or the addition of new, cabinets, antennas, antenna mounts, apparatus, fixtures, cabling, wiring, fibre optic wiring, hydro-electric wiring, telephone wiring, attachments or any other Equipment required by the Tenant within the Leased Premises, provided the Tenant makes good, at the Tenant’s cost and expense, any damage caused by the Alterations, reasonable wear and tear excepted. In the event that any Alteration to the Equipment or the Leased Premises materially moves the location(s) of the Equipment in the Leased Premises or make (including any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), material update to the location of cabling, wiring, fibre optic wiring, hydro-electric wiring, telephone wiring) or materially changes the type of Equipment in the Leased Premises, the Real Property, plan(s) set out in Schedule “B” will be substituted with new plans delivered by the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of Tenant to the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s the New Plans shall not be unreasonably withheld or delayed deemed to form part of this Lease. The New Plans shall be subject to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (review and deliver to Landlord copies of) all required permits and authorizations of any Authority approval for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to the Landlord, and (c) deliver to with the Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andacting reasonably.

Tenant’s Work. Section 5.1 Except Landlord shall improve, renovate and refurbish the Demised Premises for Tenant’s continued use and occupancy pursuant to the provisions of this Exhibit C, and the Plans (as may defined in 4(b) hereof). All work shown on the Plans shall include, but not be expressly provided in this leaselimited to, Tenant interior partitions, doors, hardware, wall and floor coverings, lighting, electric power wiring, sprinklers and fire safety equipment, and shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, be “Tenant’s Work”)” and shall be undertaken and paid for as set forth in this Exhibit C; provided, however, that if the base building structure, the base building systems, the common areas and/or the Full-Floor Common Areas do not comply with the Americans with Disabilities Act or any other Law (whether or not the same constitutes an instance of permitted nonconformance) and any changes to the Premisesforegoing are required in order to obtain any permit, the Real Propertyapproval, the Building systems, inspection or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy other item required for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such lawful performance of Tenant’s Work as are cosmetic alterations (such as painting the interior and occupancy of the Demised Premises, carpetingthen such changes shall be performed at Landlord’s expense and without deducting the costs thereof from the Workletter Allowance. The cost of the Base Building Work shall not be chargeable against the Workletter Allowance. Landlord at its own cost and expense shall provide space planning services to Tenant to facilitate preparation of the Plans. Landlord shall solicit bids for the trades for Tenant’s Work from not less than three (3) qualified contractors per trade. Tenant may select up to three (3) qualified contractors per trade to bid on Tenant’s Work, subject to Landlord’s reasonable approval of the same. Landlord and Tenant shall jointly, reasonably and expeditiously choose the trade contractors for Tenant’s Work based on their reasonable evaluation of the bid price, the contractor’s reliability and reputation for quality workmanship, size of jobs performed and timeliness of performance, the contractor’s past job performance with them, and installation the ability of shelving the bidding contractor to satisfy licensing and display cases) inside insurance requirements for the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this leasejob. The trade contract for Tenant’s Work shall be performedsubject to Tenant’s reasonable approval and, at Tenant’s expenserequest, with diligence when started so shall be a guaranteed maximum price contract. Landlord or one of Landlord’s affiliates shall act as construction manager for the job and shall be entitled to promptly complete it in receive a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use construction management fee comprised of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due Overhead and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice Profit as set forth in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andparagraph 3.

Tenant’s Work. Section 5.1 Except as may be expressly provided in A. When Substantial Completion of Landlord's Work has occurred, and the full and final execution and delivery of the Lease to which this leaseExhibit is attached and all prepaid rental and security deposits required under such agreement, Tenant shall not replace any fixtures have the right to perform alterations and improvements in the Premises or make any changes(the "Initial Lab Alterations") (the Initial Office Alterations and the Initial Lab Alterations being referred to herein, improvements, alterations or additions (collectively, “Tenant’s Work”as the "Initial Alterations"), which Initial Lab Alterations shall include the work described as Tenant's responsibility on EXHIBIT D-1. Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Lab Alterations in the Lab Space unless and until Tenant has complied with all of the terms and conditions of Article IX of the Lease, including, without limitation, approval by Landlord of the final plans for the Initial Lab Alterations and the contractors to be retained by Tenant to perform such Initial Lab Alterations. Landlord acknowledges that Tenant's plans will include the running of conduits for power from the rooftop generator and for telephone/data through the Buildings to the Premises, and agrees not to unreasonably withhold its consent to the Real Propertysame, subject to the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only compliance by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions requirements of this leaseLease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid submit for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interestsLandlord's approval, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed delayed, the plans and specifications prepared by Xxxxx, Xxxxx & Xxxxx Architects, Tenant's Architect, for the Initial Lab Alterations. Tenant shall use the mechanical, electrical and plumbing engineer approved by Landlord for the design and installation of the Initial Lab Alterations. The plans and specifications shall be submitted to Landlord for its review and approval at the space plan phase, the permitting phase, and the construction documents phase. Landlord shall review and respond with its approval or detailed comments to each phase of such plans and specifications for the Lab Space within 10 business days of receiving the initial draft thereof, and any failure to respond shall constitute the basis for a claim of Landlord Delay. In the event that Landlord requires changes to the proposed plans, Landlord shall review and respond with its approval or detailed comments to Tenant's submission of revised plans within 10 business days for work which materially affects structure or mechanical, plumbing or electrical systems, and for all other work within 5 business days. Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Initial Lab Alterations 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's approval of the contractors to perform the Initial Lab Alterations shall not be unreasonably withheld. The parties agree that Landlord's approval of the general contractor to perform the Initial Lab Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of this ArticleLease, (iii) does not have the ability to be bonded for the work in an amount of the total estimated cost of the Initial Lab Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, (v) is not licensed as a contractor in the state/municipality in which the Premises is located, and (vi) will work without interference and in harmony with other labor on the Property. Before commencing Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor. Landlord hereby approves the Richmond Group to serve as Tenant’s Work's general contractor for the Initial Lab Alterations, Tenant shall provided that (a) obtain Tenant and the Richmond Group (and deliver to or any successor general contractor which may be approved by Landlord copies ofin accordance with this Lease) all required permits and authorizations of any Authority shall use union carpenters for such workInitial Lab Alterations, and (b) deliver Tenant shall cause all labor performing the Initial Lab Alterations to work without interference and in harmony with other labor working on the Property. B. Landlord such security as shall agrees to contribute the sum of $2,490,900.00 (the "Lab Allowance") toward the cost of performing the Initial Lab Alterations in preparation of Tenant's occupancy of the Lab Space. The Lab Allowance may only be reasonably satisfactory used for (i) the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Lab Alterations for the Lab Space, (ii) telecommunications and computer wiring and cabling in connection with the Initial Lab Alterations for the Lab Space, (iii) hard costs in connection with the Initial Lab Alterations for the Lab Space, (iv) furniture for the Lab Space, (iv) Tenant's actual moving expenses in connection with moving to Landlordthe Lab Space, and (cv) deliver management of the construction of the improvements to Landlord certificates the Lab Space. The Lab Allowance, less the retainage (which retainage shall be governed by the same provisions as apply to the Office Allowance), shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performed the Initial Lab Alterations, in form reasonably acceptable to Landlord) evidencing periodic disbursements within 25 days after receipt of the following insurance coverages from each contractor and subcontractordocumentation: (i) worker’s compensation insurance an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all persons work for which disbursement is to be employed made to a date specified therein; (ii) a certification from an architect registered in Massachusetts substantially in the performance form of any Tenant’s Workthe Architect's Certificate for Payment which is located on AIA Document G702, andApplication and Certificate of Payment;

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace be responsible for any fixtures in and all construction, design and specifications of the interior of the Premises or make any changes, improvements, alterations or additions deemed necessary by Tenant for its initial occupancy and operations (collectively, the “Tenant’s Initial Tenant Work”)) including without limitation interior wall finish, finished ceilings, finish flooring, interior utilities design, including, gas, water, sewer, telephone and electricity, mechanical, plumbing and electrical systems, including HVAC, the interfaces between interior utility lines and the lines brought to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior wall and/or floor of the Premises, (ii) affect any structural element of interior decor and signage, railings, banisters, Tenant’s trade fixtures, and the interface between the Building’s mechanical and utilities systems and Tenant’s trade fixtures, (iii) adversely affect any Building subject to approval in accord with Section 4.5. Tenant shall also be responsible to perform and pay for designing, planning, acquiring and installing Tenant’s trade fixtures and equipment, including without limitation, Tenant’s exterior signs, cabinetry, phone system, or (iv) require an amendment of and intercom system. Tenant shall not overload the certificate of occupancy for the Premises or the Building, ( c) is not visible outside electrical wiring serving the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which will install, at its expense, with Landlord’s written approval, any additional electrical wiring required in connection with Tenant’s apparatus. Where required under any provision in this Lease, except as otherwise expressly set forth, Landlord’s consent or written approval shall not be unreasonably withheld withheld. Landlord shall be under no obligation to make any repairs, replacements, reconstruction, alterations, or delayedimprovements to or upon the Premises or the mechanical equipment exclusively serving the Premises except as expressly provided for herein. For such work as Tenant may perform from time to time, including both the Initial Tenant Work and any future Tenant Improvements (as defined below), Tenant agrees to obtain its own policy of builder’s risk insurance and, if applicable, general liability insurance for any such work and workers compensation insurance for any persons who perform Tenant’s work. XxxxxxxxTenant shall bear and pay the expenses incurred in performing all of Tenant’s consent work and all fees, charges and costs of permits and licenses relating to Tenant’s work. Tenant shall bear the fees and costs of Tenant’s architect in developing Tenant’s work and, except as provided below, shall not be reimbursed from Landlord. Landlord shall not be required to perform any work or incur any costs in connection with respect to such the construction or demolition of Tenant’s Work as are cosmetic alterations (such as painting the interior of any improvements in the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. (a) Except for Landlord’s Work (as defined in Section 5.1 Except as may be expressly provided in this lease4 of Exhibit B-1 hereto), Tenant shall not replace any fixtures in all of the work required to prepare the Premises or make any changes, improvements, alterations or additions for Tenant’s use and occupancy (collectively, “Tenant’s Work”)) shall be performed by Tenant pursuant to this Exhibit, in accordance with all of the provisions of the Lease relating to Alterations, as applicable, and all other applicable provisions of the PremisesLease, including the Real Propertyinsurance, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentdamage and indemnification provisions. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant acknowledges that Tenant’s Work (a) is nonstructuralbeing accomplished for its own account, Landlord having no responsibility or obligation in respect thereof, subject to the obligations of Landlord set forth herein in respect of the Improvements Allowance and those set forth in Exhibit B-1 hereto. (b) does not The parties acknowledge and agree that Tenant’s Work may, if Tenant requires, include (without limitation) the following, in accordance with the provisions of the Lease and this Exhibit: (i) affect any part installation of the Real Property outside the Premises (including the Building roofsupplemental HVAC unit(s) or the exterior of the Premises, for Tenant’s computer data center and lab room(s); (ii) affect any structural element construction of the Building, an employee cafeteria; (iii) adversely affect any Building systemconstruction of an employee gym with restrooms, or showers and lockers; and (iv) require an amendment construction of certain office improvements and secure areas to meet the clearance requirements for certain government contracts and security clearances. (c) The parties acknowledge that the Building is not certified under the Leadership in Energy and Environmental Design program of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and U.S. Green Building Council (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed“LEED”). Xxxxxxxx’s consent Tenant shall not be required by Landlord to comply with respect LEED unless required by a governmental agency in accordance with applicable Laws. (d) Tenant shall not be required by Landlord to such of install a direct digital control (“DDC”) system unless required by a governmental agency in accordance with applicable Laws. Notwithstanding the foregoing, (i) Tenant may evaluate whether the existing DDC system in the Building has adequate capacity for Tenant’s Work as are cosmetic alterations improvements, and Tenant shall have the right to tie into the Building’s existing DDC system, at Tenant’s sole cost and expense (such as painting or from the interior Improvements Allowance) but without payment of a separate charge for Landlord’s system (subject to the provisions of the Premises, carpetingLease relating to Operating Expenses), and installation of shelving (ii) if Tenant elects to do so, Landlord, at Landlord’s sole cost and display cases) inside expense, shall do such work, if any, as may be required to put the existing DDC panel serving the Premises (“Cosmetic Alterations”)in good working order, provided after notice from Tenant complies within the applicable Inspection Period and otherwise in accordance with the other applicable provisions of Section 4 of Exhibit B-1 hereto. (e) Notwithstanding anything to the contrary contained in this lease. Lease, (i) Landlord and Tenant agree that the mechanical contractor for Tenant’s Work shall be performedone of ACCO, at Air Conditioning Solutions, Integrated Mechanical, Air Tec, Xxxxxxx Mechanical, Inc., Emcor Services/Mesa Energy Systems, Western Allied Corporation, CE Mechanical, Control Air, Vision Mechanical, Western Air Xxxxxxx, as selected by Tenant, and that the fire and life safety contractor for Tenant’s expenseWork shall be one of Pyro Comm, with diligence when started so Chubb, TRL Systems, BEC, Inc., Simplex Xxxxxxxx, ISC Electronic Systems, as to promptly complete it in a good selected by Tenant; and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and (ii) Tenant’s Plans (as defined Work shall be performed by other contractors and subcontractors reasonably approved in Section 5.2) as approved advance in writing by Landlord, which may be union or non-union contractors or subcontractors. (f) Landlord hereby approves Xxxxx Lang LaSalle as Tenant’s project manager, Xxxxxxx Architecture as Tenant’s architect (“Tenant’s Architect”), and ARC Engineering as Tenant’s engineer for the preparation of mechanical, electrical and plumbing drawings and specifications. (g) Landlord agrees that Tenant will be allowed, as part of the Tenant’s Work, to install a 480-volt, 3 phase, 4 wire feeder and the necessary infrastructure (including facilities necessary to connect to the Building’s main electrical system) to serve Tenant’s computer rooms and kitchen area; provided, however, that (i) Landlord makes no representations or warranties regarding such installation or the need to upgrade the existing Building electrical panel and systems, (ii) Tenant (and not Landlord) shall be responsible for making any upgrades to the Building Structure and Systems for purposes thereof (including as needed to maintain adequate capacity for the remainder of the Building), (iii) Tenant shall be solely obligated to repair and maintain the same after installation thereof; and (iv) Tenant shall install a meter or submeter for the same and shall pay separately for the electricity usage thereof. As Any such connection and installation shall be subject to Landlord’s reasonable conditions therefor and shall otherwise be pursuant to the terms of this Exhibit B and this Lease. (h) Tenant, as part of Tenant’s Work, Tenant and subject to Landlord’s reasonable conditions, shall soundproof be allowed to install vertical shafts and/or risers to the Premises roof and install appropriate ventilation if required so that other areas in the Building for water, sanitary sewer, gas and gas exhaust, including tying into the Building gas system, as well as vent shafts and a grease interceptor or grease trap, as needed, in connection with the construction of Tenant’s use kitchen on the fifth floor of the Premises shall Premises; provided, however, that (i) Landlord makes no representations or warranties regarding such installation or the need to upgrade the existing Building gas systems, (ii) Tenant (and not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work Landlord) shall be fully paid responsible for by Tenant when payment is due making any upgrades to the Building Structure and shall not be financed with any conditional sales or title retention agreements or by Systems for purposes thereof (including as needed to maintain adequate gas capacity for the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration remainder of the Term Building), (or the sooner termination of this lease in accordance with its provisionsiii) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be solely obligated to remove repair and maintain the same after installation thereof; and (iv) Tenant shall install a meter or submeter for the same and shall pay separately for the gas usage thereof. Any such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory installation shall be subject to Landlord, prepared, certified, signed ’s reasonable conditions therefor and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not otherwise be unreasonably withheld or delayed pursuant to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to terms of this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (Exhibit B and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andthis Lease.

Tenant’s Work. Section 5.1 Except A. At Tenant’s sole cost and expense (subject to Landlord’s obligation to pay Landlord’s Contribution, as may be expressly provided defined in this leaseSubsection 5.2D below), Tenant shall not replace any fixtures in construct additional structural floor levels and retail space within the Premises Building so that the Building will contain four or make any changesmore floor levels containing an aggregate floor area of approximately 130,000 sq. ft., and remove such floors and other interior improvements, alterations or additions structural and non-structural, as Tenant desires (collectivelyexcept historical and decorative features required to be preserved by the Redevelopment Agreement) to accommodate the construction of such additional floor levels, and perform such other work in connection with renovating and remodeling the Building (“Tenant’s Work”) which Tenant may desire and be permitted by the Redevelopment Agreement and approved by the public authorities having jurisdiction, which work shall be accomplished in compliance with all applicable requirements of the Redevelopment Agreement, the Secretary of Interior’s Standards for Rehabilitation of Historic Buildings (if applicable), and the Chicago Landmarks Ordinance, which may, but is not required to, include the following: (i) construction of a new foundation, structural columns and such structural floor levels within the Building as Tenant desires; (ii) attachment of Tenant’s exterior signage and canopies to the PremisesBuilding’s exterior facade; (iii) construction of an enlarged truck dock opening; (iv) construction of new access to the trash dumpster for the Building; (v) various changes in the number, size, design and location of window openings, public entry doors and emergency exits; (vi) construction of such other improvements as are appropriate for Tenant’s intended use of the Real PropertyBuilding; (vii) performing the asbestos abatement work contemplated in ATC Associates’ Asbestos Survey Report dated April 10, 2000; and (viii) tenant finish work to make the Building systemssuitable for Tenant’s initial proposed use as a first-class retail building, all in accordance with the plans and specifications prepared by or any part thereof, without Xxxxxxxx’s prior consentfor Tenant. Landlord’s consent Medinah Temple Lease 16 Landlord shall not be unreasonably withheld or delayed if have the right to inspect Tenant’s Work (a) is nonstructural, and (b) does from time to time upon prior notice at Lxxxxxxx’s discretion so long as such inspections do not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxxinterfere with Txxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this leaseWork. Tenant’s Work shall not include any alterations to the exterior facade of the Building facing a public street which are prohibited by the Redevelopment Agreement. Tenant shall retain, where commercially practicable and economically feasible, the historic design and decorative features of the Building, including the stained glass and dome and ceiling treatments, all to the extent specified in the Redevelopment Agreement. Any interior decorative items which Tenant elects not to include in its interior design shall become Landlord’s property and shall be performed, removed by Landlord at its sole expense at such times as Tenant shall require so as not to interfere with the progress of Tenant’s expenseWork. To the extent available, as a result of Tenant’s Work in relation to the windows and the truck dock, Tenant shall make any facade bricks removed from the Building available to Landlord for its masonry repairs. B. Tenant shall use reasonable and diligent efforts to cause Txxxxx’s Work to be completed in accordance with diligence when started so as the Construction Schedule. C. Tenant shall prosecute Tenant’s Work diligently to promptly complete it completion in a good and worker-like workmanlike manner using new materials of first class quality and in compliance with this leaseall legal requirements and insurance requirements established by applicable laws and the requirements of Industrial Risk Insurers. Landlord shall cooperate with Txxxxx’s Work by, all Laws among other things, preventing any unreasonable interference by Lxxxxxxx’s employees, agents and contractors and by giving such authorizations as may be reasonably required to establish Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part right to commence construction with all applicable public authorities, utilities, persons, or others from whom any permit, license, or approval is required for any aspect of Tenant’s Work. For a period of eight months following the Delivery Date, without rent or other charges, Landlord shall provide Tenant 1,000 square feet of office space in the Tree Studios Building as Landlord shall reasonably determine for use by Tenant and Txxxxx’s contractors, during the course of construction. During such eight-month period, Landlord may, at its option, require to relocate Tenant to another area of the Tree Studios Building and Tenant shall soundproof promptly do so at its own expense. Such relocation by Landlord shall only occur once during the Premises eight-month period. Tenant shall keep its construction equipment and install appropriate ventilation if required so that Tenant’s use materials within the area of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Building. D. If Tenant completes Tenant’s Work and opens Txxxxx’s store in the Building in conformance with this Lease, then at any time not later than the third anniversary date of the Delivery Date (referred to herein as the “Contribution Due Date”), Landlord shall be fully paid for by pay Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting sum of any security interests$5,175,000, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become plus interest thereon from the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, Delivery Date at the expiration annual rate of 7% compounded annually (“Landlord’s Contribution”), as reimbursement to Tenant for a portion of the Term (or the sooner termination cost of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant. Landlord may prepay Landlord’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s WorkContribution, in form reasonably satisfactory whole or in part, without penalty at any time prior to Landlordthe Contribution Due Date. If Landlord fails to pay Lxxxxxxx’s Contribution in full by the Contribution Due Date, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing then beginning with the applicable Authority, if filing day following the Contribution Due Date any amount remaining unpaid shall bear interest at the Default Rate until paid in full. Although it is required Landlord’s expectation that the primary source of funds for repayment of Landlord’s Contribution will be proceeds of tax increment financing bonds to be issued by applicable Laws the City of Chicago (such plans and specifications together with revisions thereto, collectively, the “Tenant’s PlansTIF Bonds”), and obtain as shall be more fully described in the Redevelopment Agreement, Landlord acknowledges that except to the limited extent set forth in the final sentence of this Subsection 5.2D (i) Landlord’s approval obligation to pay Landlord’s Contribution is irrespective of Xxxxxx’s Plans. Xxxxxxxx’s approval the amount, if any, that Landlord receives in proceeds of Xxxxxx’s Plans shall not be unreasonably withheld TIF Bonds or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such workother TIF Assistance, and (bii) deliver the failure of Landlord to receive TIF Bond proceeds or other TIF Assistance in an amount sufficient to pay Landlord’s Contribution shall be no defense whatsoever to Landlord’s obligation to pay to Tenant Landlord’s Contribution on the Contribution Due Date. Landlord hereby grants Tenant a security interest in such proceeds as Landlord receives from the sale of TIF Bonds (and in the event the TIF Bonds are not issued, a security interest in proceeds of a sale of the TIF Note, as that term shall be defined in the Redevelopment Agreement), subject and subordinate to the first priority security interest of LaSalle Bank, National Association (“LaSalle Bank”) to such TIF Bond proceeds (and such TIF Note proceeds) securing repayment in full (including all accrued interest) of LaSalle Bank’s $8,200,000 loan to Landlord (and others), which loan is dated on or about the date of this Lease. Landlord shall execute from to time such instruments as Tenant may reasonably request to confirm or perfect such subordinated security interest, and Tenant shall execute from time to time such documents as shall may be reasonably satisfactory necessary to confirm the subordination of its security interest to the lien against the Land and other security interests of LaSalle Bank in the Development Project. Landlord shall not use any failure of Tenant to perform its obligations hereunder as an offset against Landlord’s obligation to pay Landlord’s Contribution, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: except (i) worker’s compensation insurance covering all persons a failure of Tenant to be employed open the Premises for business as provided in the performance Section 5.3 below; and (ii) a failure of any Tenant to have expended Tenant’s Work, andCommitment as provided in Section 1.5C (ii) above. Medinah Temple Lease 17

Tenant’s Work. Section 5.1 Except Tenant agrees to make the improvements to the Leased Premises and the Adjacent Trailer Lot described on the scope of work attached hereto and made a part hereof as may be expressly provided in this lease, Tenant shall not replace any fixtures in Exhibit C (the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), . The cost and expense of such renovation shall be paid as follows: a. Tenant shall pay for any and all costs and expenses resulting from the renovation to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Leased Premises and Adjacent Trailer Lot which are not “Infrastructure Costs,” which are hereby defined as drainage, water retention (dbasins) is performed only by contractors and subcontractors first approved by grading work further identified and designated on Exhibit C. b. Landlord shall pay thirty-six percent (36%) and Tenant shall pay sixty-four percent (64%) of any and all costs and expenses resulting from the renovation to the Leased Premises and Adjacent Trailer Lot which approval shall not be unreasonably withheld or delayedare Infrastructure Costs (the “Tenant Reimbursement”). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. The Tenant’s Work shall be performeddone in a good and workmanlike manner and shall comply with applicable federal, state and local laws, rules, regulations and code requirements pertaining thereto, and Tenant shall be responsible for obtaining any and all consents required in connection thereto. In connection with Tenant’s Work, Landlord hereby grants to Tenant a temporary license providing access to and permission to perform the portion of Tenant’s Work on the Adjacent Trailer Lot, which license shall terminate upon the completion of Tenant’s Work and Landlord’s reimbursement of the Tenant Reimbursement as set forth below. Notwithstanding the foregoing plans for renovation, Tenant accepts the Leased Premises in its existing condition and agrees that it shall be responsible for maintaining and repairing same (as set forth below) and complying with all applicable laws, regulations and ordinances pertaining to its use and occupancy of same, all at Tenant’s expense, with diligence when started so as . The Tenant Reimbursement shall be paid by Landlord to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part Tenant upon completion of Tenant’s WorkWork and within ten (10) days of receipt of an invoice from Tenant requesting payment with a copy of Tenant’s contractor’s invoice and Tenant providing to Landlord a lien waiver from Tenant’s general contractor. In the event Landlord does not timely pay the Tenant Reimbursement to Tenant, Landlord shall pay to Tenant interest on such unpaid amounts at a rate of interest equal to four percent (4%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio. Notwithstanding anything to the contrary contained in this Lease, the Tenant improvements shall, at all times during the term of this Lease and upon the expiration or earlier termination of this Lease, be the property of Landlord. Tenant shall soundproof not acquire any interest, equitable or otherwise, in any Tenant improvements, except the Premises and install appropriate ventilation if required so leasehold described herein. Tenant agrees that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work Tenant Reimbursement shall be fully paid used for by Tenant when payment is due improvements to the Leased Premises, which shall be affixed to the Real Estate and the improvements constructed thereon, and shall not be financed with any conditional sales or title retention agreements or by used for the granting purchase of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workpersonal property. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except (a) Simclar shall prepare and submit to Landlord for its approval Simclar’s space plans (“Space Plans”) for the Premises. Landlord shall have five (5) Business Days (defined herein) to approve or disapprove of the Space Plans (such approval not to be unreasonably withheld, as may be expressly provided in this leaseWork Letter). If disapproved, Tenant Landlord shall meet with Simclar and their respective contractors and/or consultants to endeavor to finalize the Space Plans within five (5) Business Days of Landlord’s disapproval. If the parties are unable to reach agreement, Simclar, in its sole discretion, shall have the option to terminate the Lease Agreement without further obligation to Landlord. Once the Space Plans have been approved by Landlord, Simclar shall cause its architect/engineer to prepare “permit-ready” working drawings from the Space Plans, which shall include, among others, all architectural, mechanical/HVAC, electrical and structural engineering drawings, locations of doors, partitioning, reflected ceiling, electrical fixtures, outlets and switches, telephone outlets, plumbing fixtures, extraordinary floor loads and other special requirements and finish schedules (the “Working Drawings”). The Working Drawings shall conform to all applicable building codes, shall be sealed by a Missouri licensed architect and shall be in a form satisfactory for filing with appropriate governmental authorities for permits and licenses required for construction. The Working Drawings shall be submitted to Landlord for its approval, which shall not replace any fixtures be unreasonably withheld, as provided in this Work Letter. Landlord shall, within five (5) Business Days after receipt of the Premises Working Drawings, either approve or make any changesdisapprove of the Working Drawings, improvementsand, alterations if disapproved, Landlord shall meet with Simclar and their respective contractors and/or consultants to endeavor to finalize the Working Drawings within five (5) Business Days of Landlord’s disapproval. If Landlord fails to respond within the aforesaid five (5) Business Days after receipt of complete Space Plans and Working Drawings, such Space Plans and Working Drawings, as the case may be, shall be deemed approved. Landlord shall have the right to disapprove or withhold approval of Space Plans, Working Drawings or other requests for approval of changes or additions (collectively, “Tenant’s Work”), by Simclar only for reasonable and material reasons which shall be limited to the Premisesfollowing (i) adverse effect on the Building structure, the Real Property, (ii) possible damage or adverse effect to the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building systemnoncompliance with applicable codes, or (iv) require an amendment adverse effect on the exterior appearance of the certificate Building. In the event that Landlord’s required changes materially increase the cost of occupancy the Tenant Work or make the Simclar Premises unsuitable for Simclar’s purposes, in the Premises sole reasonable discretion of Simclar, Simclar shall have the right to terminate the Lease without further obligation to Landlord. As used herein the term “Business Days” shall mean Monday through Friday, except when such days are nationally recognized holidays. (b) Upon approval of the final Space Plans, Working Drawings and any changes, modifications, deletions or additions thereto, such documents shall be deemed attached hereto and incorporated herein by reference and shall become a part of the Building, ( Lease as if fully set forth therein. (c) is not visible outside Any changes, modifications, deletions or additions to the Premises approved final Space Plans or Working Drawings (“Change Orders”) shall be subject to the approval of Landlord (i) within two (2) Business Days following Landlord’s receipt of such request for approval of cosmetic or finish selection Change Orders and (ii) within three (3) Business Days following Landlord’s receipt of such request for approval of all other Change Orders. (d) is performed only by contractors and subcontractors first approved by Landlord (which approval Simclar shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required to obtain or provide any completion or performance bond required by any local governmental authority in connection with respect any construction, alteration or improvement work performed by or on behalf of Simclar. (e) The commencement of Rent as set forth in Section 3(b) which is scheduled to such commence as of February 1, 2007, shall be delayed by one (1) day for each day that Tenant’s Work extends beyond the February 1, 2007 as are cosmetic alterations (such as painting the interior a direct result of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans any Landlord Delay (as defined below). Except as otherwise provided herein, no Landlord Delay shall be deemed to have occurred unless Simclar has provided written notice to the Landlord specifying the action or inaction that Simclar contends constitutes a Landlord Delay (“Delay Notice”). If Landlord has not cured a Landlord Delay within two (2) Business Days after receipt of the Delay Notice, a Landlord Delay, as set forth in Section 5.2) such Delay Notice, shall be deemed to have occurred commencing as approved of the date the Delay Notice is received by Landlord. As part of Landlord and continuing until Landlord reasonably and substantially corrects the Landlord Delay specified in the Delay Notice or the Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkImprovements are substantially complete. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease4.01 At its own expense, Tenant shall not replace any fixtures provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to in accordance with Tenant's Drawings, approved in the Premises or make any changes, improvements, alterations or manner set forth herein. 4.02 The following shall be carried out at Tenant's expense and by Landlord's contractor: (1) all approved modifications and/or additions (collectively, “Tenant’s Work”), to the Premisesshell building structural system, the Real Property, the Building roof and life safety systems, or any part thereofincluding, without Xxxxxxxx’s prior consentlimitation, installation of approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duet equipment, or openings in the floors, walls, columns or roofs of the Expansion Premises which is approved by Landlord. The following may be carried out by Tenant's contractor at Tenant's expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord’s consent , and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant's Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an architect duly registered in the State of Utah. Landlord shall not be unreasonably withheld required to grant its consent to allow Tenant's contractor to perform such work unless Tenant agrees to obtain from Landlord's subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, that Tenant's modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the continued validity of any and all warranties and guaranties in effect prior to commencement of Tenant's Work from each such shell building systems subcontractor. Restrictions on mechanical and electrical connections by Tenant may be imposed as reasonably necessary by Landlord to insure that no warranty or delayed if Tenant’s Work guarantee pertaining to the shell building is lost or jeopardized. 4.04 No construction work shall be undertaken or commenced by Tenant until: (a) is nonstructuralTenant's Drawings have been submitted to and approved or deemed approved by Landlord, and and (b) does all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.05 Tenant shall proceed with Tenant's Work with respect to Tenant's Expansion Improvements expeditiously, continuously, and efficiently, and shall complete the same by the date one hundred twenty (120) days following the Expansion Date. Failure of Tenant to complete by such date shall not (i) affect any part prevent commencement of the Real Property outside commencement of any rental or other charges payable by Tenant under the Premises (including First Amendment and the Building roof) Lease. 4.06 Tenant shall ensure that all materials, skill and workmanship in Tenant's Work shall be of uniformly high quality, not less than building standard, and in accordance with the best standards of practice and any governing codes or regulations. Tenant shall have the exterior obligation to timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of Tenant's Work. Tenant represents and warrants that Tenant's Drawings and the Premisesimprovements contemplated thereby shall be in compliance with applicable building and zoning laws, (ii) affect ordinances, regulations and any structural element covenants, conditions or restrictions affecting the Shopping Center, and that the same are in accordance with good engineering and architectural practice, and that Tenant's Drawings are sufficient for issuance of the Buildinga building permit for Tenant's Work. Further, (iii) adversely affect any Building system, or (iv) require an amendment of Tenant shall be responsible for obtaining the certificate of occupancy for the Expansion Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such Tenant's Work, and shall furnish the same to Landlord prior to the Expansion Premises Rent Commencement Date. 4.07 Tenant shall appoint a representative as Tenant's representative with full authority to make decisions and commitments on behalf of Tenant in respect to Tenant’s 's Work as are cosmetic alterations (such as painting and changes therein. 4.08 All Tenant's Work shall be confined to the interior of the Expansion Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions exception of this lease. Tenant’s Work sign mountings, which shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and performed in compliance with this lease, all Laws Landlord's sign criteria and Tenant’s Plans (as defined in Section 5.2) as the approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Worksign drawings. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease4.01 At its own expense, Tenant shall not replace provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to construct any fixtures Tenant’s Work in accordance with Tenant’s Drawings, approved in the manner set forth herein. 4.02 The following shall be carried out at Tenant’s expense and by Landlord’s contractor: (1) all approved modifications and/or additions to the shell building structural system, roof and life safety systems, including, without limitation, installation of approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duct equipment, or openings in the floors, walls, columns or roofs of the Expansion Premises which is approved by Landlord. The following may be carried out by Tenant’s contractor at Tenant’s expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord, and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant’s Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an, architect duly registered in the State of Utah. Landlord shall not be required to grant its consent to allow Tenant’s contractor to perform such work unless Tenant agrees to obtain from Landlord’s subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, that Tenant’s modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the continued validity of any and all warranties and guaranties in effect prior to commencement of any Tenant’s Work from each such shell building systems subcontractor. Restrictions on mechanical and electrical connections by Tenant may be imposed as reasonably necessary by Landlord to insure that no warranty or make guarantee pertaining to the shell building is lost or jeopardized. 4.04 No construction work shall be undertaken or commenced by Tenant until: (1) Tenant’s Drawings have been submitted to and approved by Landlord, and (2) all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.05 Tenant shall proceed with Tenant’s Work with respect to Tenant’s Expansion Improvements expeditiously, continuously, and efficiently, and shall complete the same by the date one hundred twenty (120) days following the Expansion Date. Failure to complete by such date shall not prevent commencement of the Expansion Term or commencement of any changesrental or other charges payable by Tenant under the First Amendment and the Lease. 4.06 Tenant shall ensure that all materials, improvementsskill and workmanship in the Tenant’s Work shall be of uniformly high quality, alterations not less than building standard, and in accordance with the best standards of practice and any governing codes or additions (collectively, “regulations. Tenant shall have the obligation to timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of the Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant represents and warrants that Tenant’s Work (a) is nonstructuralDrawings and the improvements contemplated thereby shall be in compliance with applicable building and zoning laws, ordinances, regulations and any covenants, conditions or restrictions affecting the Shopping Center, and (b) does not (i) affect any part that the same are in accordance with good engineering and architectural practice, and that Tenant’s Drawings are sufficient for issuance of a building permit for the Real Property outside the Premises (including the Building roof) or the exterior of the PremisesTenant’s Work. Further, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of Tenant shall be responsible for obtaining the certificate of occupancy for the Expansion Premises, and shall furnish the same to Landlord prior to the Expansion Premises or the Building, ( c) is not visible outside the Premises Rent Commencement Date. 4.07 Tenant shall appoint a representative as Tenant’s representative with full authority to make decisions and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with commitments on behalf of Tenant in respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. changes therein. 4.08 All Tenant’s Work shall be performed, at Tenant’s expenseconfined to the interior of the Expansion Premises, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials the exception of first class quality and sign mountings, which shall be performed in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to sign criteria and the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andapproved sign drawings.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralLandlord shall deliver possession of the Leased Premises to Tenant, and Tenant shall accept delivery of the Leased Premises, in their "as is" "where is" condition promptly following the Effective Date of this Lease, except that, prior to delivering possession of the Leased Premises to Tenant, Landlord shall complete therein those items of work described in Exhibit "B" attached hereto. Tenant agrees, prior to the commencement of the Term of this Lease, to diligently perform all work of whatever nature in accordance with this Lease and Tenant's obligations set forth in Exhibit "C" (b"Tenant's Work") does not and all other related work necessary to prepare for the opening to the public of Tenant's store in the Leased Premises. Tenant's Work shall be performed (i) affect any part of by Tenant at Tenant's sole cost and expense, subject to Landlord's obligation to grant the Real Property outside the Premises (including the Building roof) or the exterior of the PremisesAllowance described below, (ii) affect any structural element of the Buildingin a first-class workmanlike manner with first-class materials, and (iii) adversely affect any Building systemby duly qualified or licensed persons. Landlord hereby agrees to grant Tenant the Allowance described in the Data Sheet, or (iv) require an amendment to be applied toward the cost of Tenant's Work. Disbursements shall be made to Tenant out of the certificate Allowance in the following manner: (I) one-third (1/3) within thirty (30) days after the date possession of occupancy for the Leased Premises or is delivered to Tenant and Tenant has commenced the Buildingperformance of Tenant's Work, ( c(II) is not visible outside the Premises one-third (1/3) within thirty (30) days after Tenant's Work has been two-thirds (2/3) completed (as certified by Tenant's independent architect) and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required has been furnished with partial lien waivers with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (III) one-third (1/3) within thirty (30) days after the Commencement Date, Tenant's opening for business in the Leased Premises, and the furnishing to Landlord of final lien waivers relating to all of Tenant's Work. Upon Landlord's request, Tenant shall cause its general contractor to furnish an affidavit to Landlord setting forth the names of all subcontractors employed in connection with Tenant's Work. (b) deliver Prior to commencement of any of Tenant's Work, Tenant agrees to furnish to Landlord store design drawings and working drawings and specifications with respect to the Leased Premises for approval by Landlord. Any material deviations from the final plans and specifications, once approved by Landlord, shall require the further approval of Landlord. Landlord's approval of Tenant's plans and specifications shall not constitute the assumption of such security as items. Notwithstanding anything to the contrary contained herein, Landlord's approval of any plans and specifications submitted by Tenant pursuant to this Section 4.3 or otherwise is not intended and shall not be deemed to constitute a representation, warranty or assurance of any kind that such plans and specifications and Tenant's Work shown thereon comply with any applicable building or zoning codes or that the same are structurally sound. Tenant shall be reasonably satisfactory solely responsible for causing such compliance and for the quality and structural integrity of any Tenant's Work, and Tenant acknowledges that it is not relying on Landlord or its agents, employees or contractors for the same. Tenant's Work shall include (without limitation) the installation of new interior fixtures and equipment and the stocking of the Leased Premises with suitable merchandise. Tenant covenants that all such fixtures and equipment visible to customers shall be new and otherwise acceptable to Landlord in appearance. In addition to conforming to the final plans and specifications as approved by Landlord, all work performed by Tenant shall be performed diligently and in a good and workmanlike manner and in compliance with such rules and regulations as Landlord and its representatives may make, provided that such rules and regulations are uniformly applied to all similarly situated Shopping Center tenants under construction, and in accordance with all applicable laws, ordinances, codes and insurance company requirements. Unless Landlord otherwise directs in writing, Tenant shall not open the Leased Premises for business until all construction has been substantially completed in accordance with the final plans and specifications as approved by Landlord and a certificate of occupancy (or other legal authorization to open the Leased Premises for business) has been issued. It is further understood and agreed that: (i) Landlord shall have no responsibility or liability whatsoever for any loss of, or damage to, any fixtures, equipment, merchandise or other property belonging to Tenant installed or left in the Leased Premises; and (ii) Tenant's entry upon and occupancy of the Leased Premises prior to the Commencement Date shall be governed by and subject to all the provisions, covenants and conditions of this Lease, other than the requirement that Tenant pay any rent. Tenant shall obtain at its sole cost, and promptly thereafter furnish to Landlord, all certificates and approvals with respect to work done and installations made by Tenant that may be required for the issuance of a certificate of occupancy (or other legal authorization to open the Leased Premises for business) for the Leased Premises, so that such certificate of occupancy (or other legal authorization to open the Leased Premises for business) shall be issued and the Leased Premises shall be ready for the opening of Tenant's business on the Commencement Date. Unless already obtained by Landlord, upon the issuance of the certificate of occupancy, a copy thereof shall be promptly delivered to Landlord. Promptly upon the completion of Tenant's Work, Tenant shall repair, clean and restore all portions of the Shopping Center affected by Tenant's Work to their prior condition. (c) deliver Tenant shall at all times keep and maintain the Leased Premises and all other parts of the Shopping Center free from any and all liens arising out of any work performed, materials furnished or obligations incurred by or for the benefit of Tenant in connection with the Leased Premises. The interest of Landlord in the Leased Premises and the Shopping Center shall not be subject to liens for improvements made by or on behalf of Tenant, and nothing contained in this Lease shall be construed as a consent on the part of Landlord certificates to subject Landlord's estate in the Leased Premises or the Shopping Center to any lien or liability under applicable law. In the event that any mechanic's, materialman's or other lien or any notice of claim, including (in form reasonably acceptable without limitation) any stop notice (each, a "lien"), is filed against the Leased Premises or the Shopping Center as a result of any work, labor, services or materials performed or furnished, or alleged to Landlord) evidencing have been performed or furnished, to or for the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons benefit of Tenant or to anyone holding the Leased Premises by, through or under Tenant, Tenant, at its expense, shall cause the lien to be employed discharged of record or fully bonded to the satisfaction of Landlord within thirty (30) days after notice of the filing thereof. If Tenant fails to discharge or bond against said lien within thirty (30) days after notice of the filing thereof, Landlord may, in addition to any other rights or remedies Landlord may have, but without obligation to do so, bond against or pay the lien without inquiring into the validity or merits of such lien, and all sums so advanced, including reasonable attorneys' fees incurred by Landlord in defending against such lien, procuring the bond or discharging such lien, shall be paid by Tenant on demand as additional rent. In addition, Tenant shall replace any bonds posted by Landlord pursuant hereto with a suitable bond of equivalent amount within twenty (20) days after Landlord's demand therefor. (d) Throughout the Term of this Lease (including any Option Period), Tenant shall at all times keep the Leased Premises in a condition that is neat, clean, fresh and aesthetically pleasing. The items required to be thus maintained by Tenant hereunder shall specifically include (without limitation) the following: the furnishings, wall covering, floor covering, ceiling, fixtures and equipment, storefront sign, and surfaces visible to customers in the performance interior of any Tenant’s Work, andthe Leased Premises.

Tenant’s Work. Section 5.1 Except All work within the scope of the normal construction trades employed in the Building, including, but not limited to, furnishing and installing of telephones cable, data equipment and cable, furniture, and office equipment, shall be furnished and installed by Tenant at Tenant's expense. Tenant shall adopt a work schedule in conformance with the schedule of Landlord's contractors and conduct its work in such a manner as to maintain harmonious labor relations and as not to interfere unreasonably with or delay the work of Landlord's contractors. Tenant's contractors, subcontractors, and labor shall be acceptable to and approved by Landlord and shall be subject to the administrative supervision of the Landlord as it may be expressly provided require to maintain building standard quality or construction schedule. Tenant shall use its best efforts to ensure that Tenant's contractors, subcontractors, and laborers follow the administrative supervision of Landlord and conform in this leaseall ways to the Landlord's Rules and Regulations. If Tenant's contractors fail to conform to Landlord's administrative supervision or Landlord's Rules and Regulations and in doing so damage the Premises or the common areas of the building, Tenant shall not replace any fixtures in be responsible for the cost to repair such damage. Landlord shall give access and entry to the Premises or make any changesto Tenant and its contractors and reasonable opportunity and time and reasonable use of facilities to enable Tenant to adapt the Premises for Tenant's use; provided, improvementshowever, alterations or additions (collectively, “Tenant’s Work”), that if such entry is prior to the Commencement Date, such entry shall be subject to all terms and conditions of the Lease except the payment of rent. EXHIBIT "D" TENANT LEASE ESTOPPEL CERTIFICATE --------------------------------- Landlord: Affiliated Equities Real Estate Limited Partnership -------- Tenant: ------ _____________________________________________ Premises, : -------- _____________________________________________ Area: ---- _________________________Sq.Ft. Lease Date:_______ The undersigned Tenant under the above-referenced lease (the "Lease") hereby ratifies the Lease and certifies to Affiliated Equities Real Property, Estate Limited Partnership ("Landlord") as owner of the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work real property of which the premises demised under the Lease (athe "Premises") is nonstructurala part, and (b) does not (i) affect any part as follows: 1. That the term of the Real Property outside Lease commenced on _________, 20__ and the Tenant is in full and complete possession of the Premises (including demised under the Building roof) or the exterior Lease and has commenced full occupancy and use of the Premises, (ii) affect any structural element such possession having been delivered by Landlord and having been accepted by the Tenant. 2. That the Lease calls for monthly rent installments of $___________ to date and that the Tenant is paying monthly installments of rent of $___________ which commenced to accrue on the _____ day of _________, 20__. 3. That no advance rental or other payment has been made in connection with the Lease, except rental for the current month. There is no "free rent" or other concession under the remaining term of the BuildingLease, (iii) adversely affect and the rent has been paid to and including ______________, 20__. 4. That a security deposit in the amount of $____________ is being held by Landlord, which amount is not subject to any Building systemset off or reduction or to any increase for interest or other credit due to Tenant. 5. That all obligations and conditions under said Lease to be performed to date by Landlord or Tenant have been satisfied, free of defenses and set-offs including all construction work in the Premises. 6. That the Lease is a valid lease and in full force and effect and represents the entire agreement between the parties; that there is no existing default on the part of Landlord or (iv) require an amendment the Tenant in any of the certificate of occupancy for the Premises or the Buildingterms and conditions thereof and no event has occurred which, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions passing of this lease. Tenant’s Work shall be performedtime or giving of notice or both, at Tenant’s expense, with diligence when started so as to promptly complete it in a good would constitute an event of default; and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractorsaid Lease has: (iInitial One) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work( ) not been amended, andmodified, supplemented, extended, renewed or assigned.

Tenant’s Work. Section 5.1 5.1. Except as may be expressly provided in this leaseset forth herein, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereofnot, without XxxxxxxxLandlord’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwritten approval, and (b) does not in each instance, make (i) affect structural changes or alterations in or to the Demised Premises of any part of the Real Property outside the Premises (including the Building roof) nature, or the exterior of the Premises, (ii) changes or alterations which adversely affect any structural element of the Building’s systems, (iii) adversely affect any Building systemwhich term shall include, or (iv) require an amendment of the certificate of occupancy for the Premises or without limitation, the Building’s utility, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord plumbing, ventilating, electrical, air conditioning or heating systems. Furthermore, Tenant shall not, without Landlord’s prior written approval in each instance (which approval shall not be unreasonably withheld withheld, conditioned or delayed), make any non-structural changes or alterations to the Demised Premises, other than Decorative Work (as hereinafter defined). XxxxxxxxPrior to Tenant’s consent commencing the Initial Tenant’s Work described in Section 3.5 above, or any other work in the Demised Premises for which Landlord’s prior approval is required, Tenant shall submit to Landlord for Landlord’s written approval (which approval shall not be required with respect unreasonably withheld, conditioned or delayed for non-structural work which does not adversely affect any Building systems), complete drawings, plans and specifications (herein collectively referred to such of as “Tenant’s Work as are cosmetic alterations Plan”) for the improvements and installations to be made by Tenant (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of said Initial Tenant’s Work, together with all other work contemplated in this Article 5 is herein collectively referred to as “Tenant’s Work”). Tenant shall soundproof the Premises also submit to Landlord for Landlord’s written approval (which approval shall not be unreasonably withheld) a list of contractors and install appropriate ventilation if required so that subcontractors for Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the PremisesWork. Tenant’s Work Plan shall be fully paid for by Tenant when payment is due detailed, shall show complete dimensions, shall not require any changes in the structure of the Building (except as expressly permitted pursuant hereto) and shall not be financed with any conditional sales or title retention agreements or by the granting in violation of any security interestslaws, liensorder, encumbrances rules or financing statementsregulations of any governmental department or bureau having jurisdiction of the premises. TenantNotwithstanding the foregoing, Tenant may, without Landlord’s Work prior written approval, make (x) purely decorative changes to the Demised Premises, such as painting, wall covering, carpeting and installing moveable partitions, the total cost of which with respect any single construction project does not exceed $150,000, (y) move or install any electrical outlets or wiring within the Demised Premises, and (z) install, move, and reroute any computer and communications wiring and stations (as opposed to electrical wiring) within the Demised Premises (the alterations described in clauses (x), (y) and (z) above are referred to herein collectively as “Decorative Work”); provided in each case that (1) any electrical work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed performed by an architect or engineer electrician licensed to practice in the State of New YorkJersey, and suitable for filing with the applicable Authority, if filing (2) no building or alteration permit is required by applicable Laws to be obtained from any governmental authority and (such plans and specifications together with revisions thereto, collectively, “3) Tenant shall give Landlord at least ten (10) days prior notice of Tenant’s Plans”)intent to perform any such Decorative Work and include a reasonably detailed description of the work to be performed. (A) Within ten (10) days after submission to Landlord of Tenant’s Plan, and obtain Landlord shall either approve same or shall set forth in writing the particulars in which Landlord does not approve same, in which latter case Tenant shall promptly return to Landlord appropriate corrections thereto. Such corrections shall be subject to Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant withheld. If Landlord shall fail to this Article. Before commencing Tenant’s Workrespond within the aforementioned time period, Tenant shall (a) obtain (and deliver have the right to give a second notice to Landlord copies ofstating that Landlord failed to respond to Tenant’s submission of such plans and specifications, and stating that in the event Landlord shall fail to approve Tenant’s Plan or respond with specific comments thereto within seven (7) all required permits business days after submission by Tenant to Landlord of such second notice, then Tenant’s request for approval of plans shall be deemed approved. If Landlord shall then fail to approve Tenant’s Plan or respond with specific comments thereto within such seven (7) business day period following the delivery of such second notice, such failure to respond shall be deemed Landlord’s approval, but only if (x) any such second notice by Tenant shall have contained a statement in bold print and authorizations capitalized letters at the top thereof that Landlord’s failure to approve Tenant’s Plan or respond with specific comments thereto within seven (7) business days shall be deemed approval by Landlord of any Authority for such workplans, and (by) deliver to Landlord Tenant shall have, when Tenant delivered such security as shall be reasonably satisfactory to Landlordsecond notice, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: also (i) worker’s compensation insurance covering all persons emailed a copy of the same to be employed in the performance of any Tenant’s Workboth Xxxx Xxxxxx, andat email address “xxxxxxx@xxxxx.xxx” and Xxxxx Xxxxxxxx, at email address

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant's Work shall mean any work performed by or on behalf of Tenant shall not replace any fixtures in the Premises Additional Space which is not included in Landlord's Work or make any changesotherwise performed by Landlord on behalf of Tenant. Contractors and subcontractors doing Tenant's Work shall be of Tenant's choice but shall be subject to Landlord's prior approval, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent which shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwithheld, and (b) does not (i) affect such rules and regulations as Landlord, in its reasonable discretion, may impose. Notwithstanding the foregoing, the approval of any part of contractors or subcontractors performing any alterations or modifications which affects the Real Property outside the Premises (including the Building roof) plumbing, sprinkler, heating, ventilation or air conditioning systems or the exterior of electrical risers, conduits, meters, panel boxes, transformers, switch gear or the Premiseswiring thereto, (ii) affect any structural element or affects the structure of the Building, (iii) adversely affect shall rest solely within Landlord's determination. TENANT'S WORK MAY BE DONE DURING NORMAL WORKING HOURS PRIOR TO THE ADDITIONAL SPACE COMMENCEMENT DATE, SUBJECT TO AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS LEASE, PROVIDED LANDLORD'S WORK HAS PROGRESSED SUFFICIENTLY THAT TENANT'S WORK WILL NOT UNREASONABLY INTERFERE WITH REMAINING LANDLORD'S WORK. Tenant shall receive, without charge, water, heat and ventilation during normal working hours. Tenant shall pay for all rubbish removal service in connection with its work. IT IS UNDERSTOOD AND AGREED THAT TENANT'S ACCESS AND ENTRY PRIOR TO THE ADDITIONAL SPACE COMMENCEMENT DATE TO MAKE ITS INSTALLATIONS IS CONDITIONED UPON TENANT'S CONTRACTORS, SUBCONTRACTORS AND MATERIAL SUPPLIERS WORKING IN HARMONY AND NOT UNREASONABLY INTERFERING WITH THE LABOR FORCES EMPLOYED BY LANDLORD OR ANY OTHER TENANT, OR THEIR CONTRACTORS, SUBCONTRACTORS AND MATERIAL SUPPLIERS. If at any Building systemtime such entry shall cause disharmony or unreasonable interference, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises then Tenant's right to such access and (d) is performed only by contractors and subcontractors first approved entry may be withdrawn by Landlord immediately, however, such entry will be restored if within twenty four (which approval shall not be unreasonably withheld or delayed)24) hours notice the Tenant cures such interference. Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the PremisesWorkmen's Compensation, carpeting, General Liability and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this leaseProperty Damage insurance, all Laws in amounts and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises with companies and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form on forms reasonably satisfactory to Landlord, prepared, certified, signed shall be provided and sealed at all times maintained by an architect Tenant or engineer licensed to practice its contractors engaged in the State performance of New YorkTenant's Work before proceeding with any Tenant's Work. CERTIFICATES FOR SUCH INSURANCE SHALL BE FURNISHED TO LANDLORD PRIOR TO THE COMMENCEMENT OF ANY TENANT'S WORK. Access and entry by Tenant before the Additional Space Commencement Date, in accordance with Tenant's Work above, shall be deemed to be under all of the terms, covenants, provisions and suitable for filing with conditions of the applicable AuthorityLease, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plansexcept as to the covenant to pay rent. Xxxxxxxx’s approval of Xxxxxx’s Plans Landlord shall not be unreasonably withheld liable in any way for any injury, loss or delayed damage which may occur to any of Tenant's decorations or installations so made prior to the commencement term of the Additional Space, except to the extent Xxxxxxxx’s consent that any such injury, loss or damage is caused by the gross negligence and/or willful misconduct of Landlord or Landlord's employees. Moreover, any injury, loss or damage as a result of Tenant's Work which may occur to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Landlord's Work, or to any of the material or equipment used to complete Landlord's Work, shall be replaced or repaired at Landlord's sole option, and Tenant shall (a) obtain (pay Landlord for all costs and deliver to Landlord copies of) expenses related thereto promptly after the rendering of bills. Tenant shall perform all of Tenant's Work strictly in compliance with all required governmental requirements and shall obtain all required governmental permits and authorizations of any Authority for such work, at Tenant's sole cost and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andexpense.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changesinstallations, improvements----------------------- alterations, alterations additions or additions (collectively, “Tenant’s Work”), improvements in or to the Premises, including any apertures in the Real Propertywalls, the Building systemspartitions, ceilings or any part thereoffloors, without Xxxxxxxx’s on each occasion obtaining the prior consent. written consent of Landlord’s , which consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuraldelayed; provided, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premiseshowever, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s that Landlord's prior consent shall not be required with respect to nonstructural, non-mechanical and non-electrical changes or alterations having an aggregate cost of completion of less than $25,000.00. Any such of work shall be performed only in accordance with plans and specifications therefore approved by Landlord. Tenant shall procure at Tenant’s Work as are cosmetic alterations ('s sole expense all necessary pen-nits, licenses and approvals before undertaking any such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside work in the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work and shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it perform all such work in a good and worker-like workmanlike manner using new employing materials of first class good quality and in compliance so as to conform with this leaseall applicable zoning, building, fire, health and other codes, regulations, ordinances and laws and with all Laws and Tenant’s Plans (as defined in Section 5.2) as approved applicable insurance requirements. If requested by Landlord. As part of Tenant’s Work, Tenant shall soundproof furnish to Landlord prior to the Premises commencement of any such work a lxxx xxxx in an amount satisfactory to, and install appropriate ventilation if required so from a surety acceptable to, Landlord, as well as payment and performance bonds or other security reasonably acceptable to Landlord, assuring that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for any work by Tenant when payment is due and shall not will be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant completed in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed approved plans and specifications, . Tenant shall employ for Tenant’s Work, in form reasonably satisfactory to such work only contractors and subcontractors approved by Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s which approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall will not be unreasonably withheld or delayed delayed. All contractors performing work in the Premises shall be subject to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is prior approval of Landlord, such approval not to be unreasonably withheld or delayed pursuant to this Articlewithheld. Before commencing Tenant’s Work, All contractors employed by Tenant shall (a) obtain (carry worker's compensation insurance in accordance with statutory requirements and deliver comprehensive general liability insurance covering such contractors, and naming Landlord and Tenant as additional insureds, in amounts at least equal to the limits set forth in Section I. I. Said contractors shall submit certificates evidencing such coverage to Landlord copies prior to the commencement of such work. Tenant shall defend, hold Landlord harmless and indemnify Landlord from all injury, loss, claims or damage to any person or property occasioned by or arising out of such work. Landlord may inspect the work of Tenant at reasonable times and give notice of observed defects. Tenant shall keep the Premises and the Property at all times free of liens for labor and materials caused by, arising out of, or resulting from work performed by or on behalf of Tenant, or in connection with the use and/or occupancy of the Premises by Tenant. Tenant agrees promptly to discharge of record (either by payment or by filing of the necessary bond, or otherwise) all required permits and authorizations any mechanics', materialmen, or other lien or like filing, including, any notice of contract against the Premises, the Building, the Property and/or any part thereof (including Landlord's interest therein), which liens may arise out of any Authority for such workpayment due for, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons or purported to be employed in due for, any labor, services, materials, supplies, or equipment alleged to have been furnished to or for the performance of any Tenant’s WorkTenant in, andupon or about the Premises.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), changes to the Premises, the Real PropertyBuilding, the Building systems, or any part thereof, thereof (collectively “Tenant’s Work”) without XxxxxxxxLandlord’s prior consent. Landlord acknowledges and agrees that Tenant may make the changes to the Premises set forth on Exhibit D. Further, Tenant may make additional improvements to the Premises, subject to Landlord’s consent consent, which shall not be unreasonably withheld or delayed if delayed, provided that such additional Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, ; (ii) adversely affect any structural element of the Building, ; (iii) adversely affect any Building system, ; or (iv) require an amendment of to the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (db) is performed only by licensed and insured contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of , except that any Tenant’s Work as are cosmetic alterations (such as painting the interior that affects a Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”approved contractors or subcontractors for that work), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord). As part If Tenant’s Work consists only of the installation of Tenant’s WorkProperty in the Premises, Tenant shall soundproof the Premises and install appropriate ventilation if required so that a change affecting only Tenant’s use Property in the Premises, or the painting, carpeting or decorating of the Premises Premises, Landlord’s consent shall not result in noise and/or odors being transmitted outside the Premises. be required, provided (i) Tenant gives Landlord ten (10) Business Days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall be fully paid for by Tenant when payment is due apply and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. (iii) such Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term does not violate clauses (a) or the sooner termination (b) of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkSection 5.1. Section 5.2 Prior to commencing performing any Tenant’s Work other than purely Cosmetic Alterationswhich, pursuant to this Article 5, requires Landlord’s consent, Tenant shall, at Tenant’s expense, ’ expense (a) deliver to Landlord detailed plans and specifications, specifications for Tenant’s Work, Work in form reasonably satisfactory to Landlord, prepared, certified, signed Landlord prepared and sealed certified by an a licensed architect or engineer licensed to practice in the State of New Yorkengineer, and suitable for filing with the applicable Authority, if filing is required by applicable Laws Law (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and (b) obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of XxxxxxTenant’s Plans (which shall not be unreasonably withheld or delayed to the extent XxxxxxxxLandlord’s consent to XxxxxxTenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work), Tenant shall (ac) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such workAuthority, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (cd) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s of workers’ compensation insurance (covering all persons to be employed by Tenant, and all contractors and subcontractors performing any of Tenant’s Work), commercial general 5.3 If, in connection with Tenant’s Work or any other act or mission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the performance of any Premises, the Building or Tenant’s Work, andTenant shall, at Tenant’s expense, have it removed by bonding or otherwise within thirty (30) days after Tenant’s receives notice of the filing. 5.4 At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. 5.5 On or before the Expiration Date, Tenant shall, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is ninety (90) days prior to the Fixed Expiration Date (or five (5) days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premise or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section 5.5, Landlord shall make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section 5.5, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant is required to removed) which is not removed by Tenant by the Expiration Date shall be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at Tenant’s expense.

Tenant’s Work. A. Except for Landlord’s Work under Section 5.1 Except as may be expressly provided in this lease3.1 above, all work that is deemed necessary or desirable by Tenant shall not replace any fixtures in to prepare the Premises or make any changesfor Tenants use and occupancy shall be performed by Tenant, improvementsat its expense, alterations or additions and in accordance with plans and specifications approved in advance by Landlord pursuant to paragraph C below (collectively, such approved work is referred to herein as “Tenant’s Work”), to . Following the Premises, Substantial Completion of the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Initial Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralWork, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performedundertaken in accordance with all of the terms and conditions of this Lease, at including but not limited to subsection 6.2.5 and the Construction Rules and Regulations attached hereto as Exhibit E-l. ​ B. All subcontractors selected by Tenant for the performance of Tenant’s expenseWork shall first be approved by Landlord in writing (which may be done via e-mail), such approval not to be unreasonably withheld, conditioned or delayed (it being agreed that Landlord shall have the right to restrict certain subcontractors from any bid lists), with diligence when started so such approval or disapproval to be given within five (5) business days from request. Tenant shall use Unispace as to promptly complete it in a good both its general contractor and worker-like manner using new materials of first class quality architect (“Xxxxxx’s general contractor and in compliance with this lease, all Laws and “Tenant’s Plans architect”, as applicable), and X.X Xxxxxxxx as its engineer (as defined “Tenant s engineer”) unless, in each case, Xxxxxx receives Landlord’s consent to use another general contractor, architect or engineer. Notwithstanding anything to the contrary contained herein. Tenant shall use Landlord’s roofing contractor for any work that involves penetration of the roof. ​ C. All contractors employed by Tenant shall carry the insurance coverages required under Section 5.2) as approved by Landlord. As part 4.2.4.6 below, and Tenant shall submit certificates evidencing such coverage to Landlord prior to the commencement of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. All Tenant’s Work shall be fully paid for by Tenant when payment is due performed in good and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease workmanlike manner in accordance with its provisions) unless Landlord notifies Tenant all applicable requirements and laws of the applicable authorities having jurisdiction of the Premises and in accordance compliance with all of the provisions requirements of subsection 6.2.5 of this Article that Landlord relinquishes its rights theretoLease. Prior to applying for any building permit, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver submit to Landlord detailed plans complete architectural, electrical and specificationsmechanical construction drawings, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, (“Tenant’s Plans”)) necessary for the Tenant’s Work. Tenant’s Plans shall be prepared by Xxxxxx’s architect and Xxxxxx’s engineer, and obtain all costs and expenses of preparing Tenants Plans shall be Tenant’s sole responsibility. Landlord shall approve or disapprove in writing of any plans submitted within five (5) business days of receipt thereof. Landlord shall not unreasonably withhold or condition such consent. If any of such plans are disapproved by Landlord, Landlord shall provide Tenant with specific reasons for such disapproval, and the foregoing submission process shall be repeated until all such plans have been approved by Landlord (except that for each subsequent iteration of Tenant’s Plans, such five (5) business day period shall be reduced to three (3) business days). Tenant hereby acknowledges and agrees that Landlord’s review of, and Landlord’s granting of its approval to, any plans and specifications submitted to it under this Lease shall not constitute or be deemed to constitute a judgment, representation or agreement by Landlord that such plans and specifications comply with the requirements of any legal authorities or that such plans and specifications will be approved by the Town of Burlington. Following Landlord’s approval of XxxxxxTenant’s Plans, Tenant shall provide Landlord with a copy of the construction contract and its total budget for the hard and soft costs for the construction of Tenant’s Work (the “Total Costs”). Tenant shall pay any and all out-of-pocket third party fees and expenses incurred by Landlord in connection with review of Tenant’s Plans. Xxxxxxxx’s approval ​ D. The phrase, “Tenant Delay”, shall be defined as any delay in the completion of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to XxxxxxLandlord’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: actually caused by (i) workerspecial work, upgrades or long lead-time items for which Landlord identifies a specified period of delay, and in either instance Tenant does not withdraw or alter such special work, upgrade, long lead-time item which avoids such delay, (ii) any changes to any plans made by Tenant, or any Work Change Order requested by Tenant, in any case for which Landlord identifies a specified period of delay at the time of its approval and for which Tenant does not withdraw such change to avoid delay, (iii) the delay of Tenant or its architects and engineers in providing or approving any plans, specifications, pricing or estimates or giving authorizations or supplying information reasonably required by Landlord or its general contractor within five (5) business days after request therefor, (v) any failure by any contractors employed by Tenant including, without limitation, contractors furnishing telecommunications, data processing or other service or equipment directly to Tenant (and not via Landlord’s compensation insurance covering all persons contractors) to be employed in comply with the agreed-upon timetables for coordination of the parties’ respective components of work, as established at on-site progress meetings between Xxxxxxxx’s representative and Tenant’s representative, (vi) any failure to comply with this Article 3, or any material interference with the performance of Landlord’s Work by Tenant or any of its agents, employees, architects, engineers or contractors (including but not limited to delays caused by the acts or omissions of Tenant or such parties), (vii) any failure of Tenant to pay for any Work Change Order or upgrade to Landlord’s Work within required time periods or (viii) Tenant’s Work, anddelay in delivering the Original Letter of Credit required pursuant to Section 4.4. ​

Tenant’s Work. Section 5.1 Except as Tenant may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changesinstallations, improvementsalterations, alterations additions, or additions (collectively, “Tenant’s Work”), improvements in or to the Building or any part of the Premises, or any of the Real PropertyLandlord Personalty, and Tenant will not make any major repairs to any of the Building systemsforegoing, without first notifying Landlord in writing as to the method, nature and extent of such repairs, installations, alterations, additions, or any part thereof, without Xxxxxxxximprovements and then obtaining Landlord’s prior written consent. Landlord’s , which consent shall will not be unreasonably withheld or delayed if Tenantprovided that such proposed work will not require the construction of an additional building on the Premises or an additional floor on the Building, will not impair the structure of the Building or other improvements on the Premises, will not increase Landlord’s Work (a) is nonstructuralmaintenance obligations under Section 9.02 of this Lease, and will not involve roof penetrations (b) does or if it will involve roof penetrations, Landlord must first receives assurances acceptable to Landlord that Landlord’s roof warranties will not be voided, and that Tenant will comply with the Roof Restrictions and the other terms and conditions set forth on Exhibit I, which include Landlord approval of the roof contractor). All work will be performed in accordance with plans and specifications approved by Landlord. Tenant will procure all necessary permits and licenses before undertaking any work on the Premises and will perform all work in a good and workmanlike manner employing materials of good quality and in conformity with all applicable Legal Requirements and insurance requirements. Tenant will (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premisesemploy only contractors reasonably approved by Landlord, (ii) affect any structural element require all contractors employed by Tenant to carry worker’s compensation insurance in accordance with statutory requirements, commercial general liability insurance covering such contractors on or about the Premises with a combined single limit not less than $1,000,000, and “special form” (also known as “all-risk”) Builder’s Risk property insurance in an amount and on a form Landlord reasonably approves covering the construction on the Premises and all materials, equipment and supplies that will become a part of the Buildingalterations or improvements on the Premises, and (iii) adversely affect submit certificates evidencing such coverage to Landlord prior to the commencement of any Building systemwork. Landlord may inspect Tenant’s work at reasonable times. Tenant will prosecute and complete such work with reasonable diligence and will provide Landlord with “as built” plans, copies of all construction contracts and proof of payment for all labor and materials. Notwithstanding any supervision of or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s work by Landlord, Landlord shall have no responsibility for any work performed by or on behalf of Tenant. Contemporaneously with the execution of this Lease and as more specifically described in the Work Letter attached hereto as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises Exhibit “J” (“Cosmetic AlterationsWork Letter”), provided Tenant complies with has delivered to Landlord, and Landlord has conditionally approved, those certain proposed improvements and alterations to the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it Premises described in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans the Proposed Premises Layout (as defined in Section 5.2) as approved by the Work Letter), which Tenant may commence only upon Landlord. As part ’s written approval of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such certain final plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed more specifically described in the performance of any Tenant’s Work, andWork Letter

Tenant’s Work. Section 5.1 Except Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy, and the Premises shall be delivered containing no improvements or property of any kind in its “as may be expressly provided is, where is” condition; provided, however, Landlord shall deliver the Premises with all Building systems serving the Premises in this lease, good working order and condition. Tenant shall not be provided one 50 AMP circuit connected to the existing generator servicing the third and fourth floors and Landlord will xxxx Tenant its pro-rated share of all operating, maintenance and repair costs associated with the generator. Tenant will have exclusive use of the UPS system currently in place on the third floor and will be solely responsible for the operation, maintenance and replacement of this equipment. In addition, Landlord, on the date of its execution of this Lease, shall execute a xxxx of sale transferring to Tenant (at no cost) ownership of the existing furniture in the Premises. Landlord makes no representations or warranties whatsoever regarding the generator, UPS system and Furniture, and Tenant agrees to accept such generator, UPS system and Furniture in its “as is” condition. Landlord will have no responsibility to replace any fixtures of the equipment associated with the generator or UPS system. Any connections to pipes, ducts and conduits for the mechanical, electrical and plumbing systems in the Building shall be made by Tenant, at Tenant’s sole cost and expense. All of the work to be performed in initially finishing and completing the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”)) shall be performed by Tenant pursuant to this Exhibit B and Article IX (and all other applicable provisions including insurance, damage and indemnification provisions) of the Lease and such work shall be deemed to be Alterations for all purposes of the PremisesLease; provided, however, that all such work involving structural, electrical, mechanical, glass/glazing, fire protection or plumbing work, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, heating ventilation and (b) does not (i) affect any part air conditioning system of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside and the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior roof of the PremisesBuilding shall, carpetingat Landlord’s election, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenantbe performed by Landlord’s Work shall be performed, designated contractor or subcontractor at Tenant’s expenseexpense (provided the cost therefor is reasonable and competitive). If Landlord elects not to so perform such work, with diligence when started so as then Landlord shall be paid a reasonable hourly fee for each hour (or portion thereof) Landlord or its designee spends in supervising such construction work. Landlord shall provide no Building standard items to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work taking of possession of the Premises shall be constitute Tenant’s acknowledgment that the Premises are in good condition and that all obligations of Landlord have been fully paid for by satisfied. Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. acknowledges that Tenant’s Work shall be deemedis being accomplished for its own account, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (having no responsibility or the sooner termination of this lease obligation in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workrespect thereof. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leaseAny items of work not shown on the Worklist including, for example, the installation of telephone service or furnishings (including wiring and cabling connections or installations) for which Tenant shall not replace any fixtures in the Premises or make any changescontracts separately, improvements, alterations or additions and at Tenant’s sole cost and expense (collectively, hereinafter “Tenant’s Work”), shall be subject to Landlord’s policies and schedules and shall be conducted in such a way as not to hinder, cause any disharmony with or delay any work of improvement in the Building. Tenant’s suppliers, contractors, workmen and mechanics shall be subject to approval by Landlord prior to the Premisescommencement of their work, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld withheld, delayed or delayed). conditioned, and shall be subject to Xxxxxxxx’s consent administrative control while performing their work. Tenant shall not be required cause its suppliers and contractors to engage only labor that is harmonious and compatible with respect other labor working in the Building. In the event of any labor disturbance caused by persons employed by Tenant or Xxxxxx’s contractor, Tenant shall immediately, and at Tenant’s sole cost and expense, take all actions necessary to eliminate such of disturbance. If at any time any supplier, contractor, xxxxxxx or mechanic performing Tenant’s Work as are cosmetic alterations (such as painting hinders or delays any other work of improvement in the interior Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic AlterationsBuilding, Tenant shall, at Tenant’s sole cost and expense, deliver cause such supplier, contractor, xxxxxxx or mechanic to leave the Building and remove all his tools, equipment and materials immediately upon written notice delivered to Tenant and Tenant shall reimburse Landlord detailed plans and specifications, for any repairs or corrections of the Tenant Improvements or Tenant’s WorkWork or of any portion of the Building caused by or resulting from the work of any supplier, in form reasonably satisfactory to Landlordcontractor, prepared, certified, signed and sealed by an architect xxxxxxx or engineer licensed to practice in the State of New York, and suitable for filing mechanic with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Planswhom Xxxxxx contracts. Xxxxxxxx’s approval of Xxxxxx’s Plans Landlord shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent give access to Xxxxxx’s Work shown on Tenant’s Plans is not suppliers, contractors, workmen and mechanics prior to the Commencement Date so as to achieve timely completion and occupancy of the Premises. Tenant shall be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenantresponsible for any hoisting charges associated with Xxxxxx’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and.

Tenant’s Work. Section 5.1 Except as may be expressly provided in Subject to the provisions of this Article, Article 3, all other provisions of this lease, Tenant shall not replace any fixtures and the rules and regulations of the building now or hereafter in the Premises or make any changeseffect, improvements, alterations or additions (collectively, “Tenant’s Work”), Owner's consent to the Premises, performance by Tenant of work ("Tenant's Work") consisting of nonstructural alterations to the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if demised premises in accordance with Tenant’s Work 's Plans (aas defined below) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed, provided that (i) Tenant is not then in default under this lease following any required notice and the expiration of any applicable cure period, (ii) Tenant's Work is not structural (except that Tenant shall have the right, subject to and in accordance with all of the provisions of this lease, including, without limitation, the obligation to remove same if requested by Owner, to install internal stairs between the contiguous full floors constituting the demised premises), (iii) the outside appearance of the building shall not be affected, (iv) Tenant's Work shall not affect any structural part of the building (except as provided in clause (ii) of this paragraph (a)), (v) no part of the building outside of the demised premises shall be affected, (vi) the mechanical, electrical, plumbing and other service and utility systems of the building shall not be materially and adversely affected, and (vii) Tenant's Work shall comply with the applicable provisions of this lease and law. Xxxxxxxx’s Notwithstanding the foregoing, Owner's consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (for decorative work within the demised premises such as painting painting, carpeting and wall covering, provided that the interior foregoing provisions of clauses (i) through (vii) of this paragraph are satisfied, prior notice of the Premises, carpetingwork in reasonable detail is provided to Owner, and installation the work shall not require the filing of shelving plans. Any Tenant's Work which is required to be performed by Tenant pursuant to any provision of this lease which is structural or which affects any mechanical, electrical, plumbing or other service or utility system of the building shall be performed in accordance with this Article and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the all other applicable provisions of this lease. Tenant’s Work shall be performed, or may, at Owner's option, be performed by Owner at Tenant’s expense, with diligence when started so as to promptly complete it 's expense (in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Workwhich event, Tenant shall soundproof pay Owner in installments, in advances, as the Premises and install appropriate ventilation if required so that Tenant’s use of work progresses). (a) Prior to the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting commencement of any security interestsTenant's Work requiring Owner's consent, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated submit to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic AlterationsOwner for its approval five sets of complete plans, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans drawings and specifications, suitable for filing if filing is required ("Tenant's Plans"), including, without limitation, all mechanical, electrical, air conditioning and other utility systems and facilities, for Tenant’s 's Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed prepared by an architect or and/or engineer duly licensed to practice in the State of New York. Within 10 days following Owner's receipt of Tenant's Plans, Owner shall review or cause the same to be reviewed and suitable for filing shall thereupon return to Tenant four sets of Tenant's Plans with the applicable Authority, if filing is required by applicable Laws Owner's approval (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans which shall not be unreasonably withheld or delayed delayed) or disapproval noted thereon, and if same shall be disapproved in any respect Owner shall state in reasonable detail the reasons for such disapproval. If Owner shall not approve Tenant's Plans, Tenant shall, within 10 days of receipt thereof, cause its architect or engineer to make such changes to Tenant's Plans as Owner shall require and shall thereupon resubmit the same to Owner for its approval. To the extent required pursuant to any mortgage affecting the building, Tenant's Plans shall also be subject to the extent Xxxxxxxx’s consent prior approval of the holder of such mortgage. Following the approval of Tenant's Plans, the same shall be final and shall not be materially changed by Tenant without the prior approval of Owner, which shall not unreasonably be withheld or delayed (and such mortgagee, if required), except as may be required by law. Tenant shall give prior notice to Xxxxxx’s Owner of any changes required by law and shall furnish Owner (and such mortgagee, if required) with copies of all such required changes in Tenant's Plans. Owner's approval of Tenant's Plans or of any revisions shall not constitute an opinion or agreement by Owner that the same are structurally sufficient or the Tenant's Plans are in compliance with law, nor shall such approval impose any present or future liability on Owner or waive any of Owner's rights under this lease. Owner's approval of Tenant's Plans shall be conditioned upon Tenant employing licensed persons and firms and labor for the performance of Tenant's Work shown on Tenant’s Plans is so as not to cause any jurisdictional or other labor disputes in the building. In any event, all contractors Tenant proposes to employ shall be subject to Owner's prior approval, which will not be unreasonably withheld or delayed delayed. Such approval shall be requested by Tenant prior to the commencement of any Tenant's Work. (b) Promptly following Owner's approval of Tenant's Plans (if such approval is required pursuant to this Article), Tenant shall secure or cause to be secured, at Tenant's expense, all necessary approvals of Tenant's Plans from all governmental authorities having jurisdiction and all permits and licenses necessary to perform Tenant's Work. Before commencing Prior to the commencement of any Tenant’s 's Work, Tenant shall furnish Owner with (i) copies of Tenant's Plans as approved by such governmental authorities and copies of such permits and licenses, and (ii) if required by a mortgagee of the building, security reasonably acceptable to said mortgagee to secure the performance by Tenant of all of its obligations relating to the performance of and payment for Tenant's Work. (c) Following compliance by Tenant with its obligations under the foregoing provisions of this Article, Tenant shall promptly commence or cause to be commenced Tenant's Work and shall complete or cause the same to be completed with reasonable diligence, in a first-class, workmanlike manner in accordance with the approved Tenant's Plans, all licenses and permits, this lease, all applicable laws, ordinances and regulations of all governmental and insurance authorities and all applicable requirements of the Board of Fire Underwriters. All of Tenant's Work shall be performed in a manner so as to minimize inconvenience or disturbance to other tenants or contractors in the building. Any heavy demolition work, core drilling or other slab penetrations to be performed by Tenant as part of Tenant's Work shall be performed on business days before 8:00 A.M. or after 6:00 P.M. Tenant shall cause all construction work to be performed in a reasonable manner and shall comply with Owner's work regulations for the building (including, without limitation, the payment of charges for services and the review of Tenant's Plans). (d) Tenant shall pay its contractors, laborers, subcontractors, materialmen and suppliers in accordance with their respective agreements with Tenant, shall not cause or suffer any liens, mortgages, chattel liens, or other title retention or security agreements to be placed on the demised premises, any leasehold improvements therein or the building. Nothing contained in this Article or elsewhere in this lease shall be construed in any way as constituting any consent or authorization to Tenant to subject the land or the building or any part of the land or the building or any leasehold improvements or other personal property of Owner or the interest or estate of Owner or of the lessor under any underlying lease to any lien or charge in respect of Tenant's Work. All contracts or agreements made by Tenant with any third party for the furnishing of any labor or materials in connection with Tenant's Work (or any other work or alterations by Tenant) shall expressly provide that the contractor or materialman shall look solely to Tenant for the payment of any labor or materials furnished to the demised premises pursuant to such contract or agreement and that neither Owner nor the lessor under any underlying lease shall have any responsibility or liability for the payment thereof. (e) Promptly following the completion of Tenant's Work, Tenant shall (ai) obtain (and deliver submit to Landlord Owner copies of) of all required permits final governmental and authorizations of any Authority for such workfire underwriters' approvals or certificates evidencing the completion thereof in compliance with all governmental and fire underwriters' requirements, and (bii) deliver to Landlord Owner the general contractor's affidavit to the effect that (x) all work and materials have been completed and/or installed in accordance with Tenant's Plans, or such security as shall be reasonably satisfactory to Landlordchanges thereto which Owner may have previously approved, and (cy) deliver all laborers, materialmen and subcontractors employed by the general contractor have been paid in full, which affidavit shall be accompanied by lien releases from all such parties performing work costing $25,000 or more and/or such other data reasonably establishing payment or satisfaction of all other obligations in respect of Tenant's Work. (f) Nothing contained in this Article shall limit the provisions of Article 3 or any other provisions of this lease, except as specifically set forth in this Article. The provisions of this Article are in addition to Landlord certificates the provisions contained in Article 3 and elsewhere in this lease. (in form reasonably acceptable g) Notwithstanding the provisions of Article 3, Tenant shall not be required to Landlord) evidencing remove from the following insurance coverages from each contractor and subcontractor: demised premises (i) worker’s compensation insurance covering all persons to be employed normal office installations, other than bathrooms, kitchens, raised flooring, stairs and other installations the removal of which involves a material cost, (ii) any installations in the performance demised premises existing on the date of this lease or (iii) any installation which Owner, in Owner's written consent to any Tenant’s 's Work, andexpressly agrees need not be removed, in response to Tenant's specific written request.

Tenant’s Work. Section 5.1 Except as may be expressly (a) All work with respect to the Premises that is not provided in this leaseSection 3.1 hereof to be done by Landlord shall be performed by Tenant (hereinafter called "Tenant's Work") necessary to create a two level, Tenant first class, fully functional, performance hall with a capacity of approximately 2,800 spectators in a combination of portable and permanent seating (but not less than 2,500 spectators in a combination of portable and permanent seating). Tenant's Work shall not replace any fixtures include construction of the following items to the extent, and in the manner, provided for in the Tenant's Plans (as hereinafter defined): finished floors and finished ceilings, utility service hook-ups and distribution, construction of a performance stage, the installation of house lights and all life safety equipment and systems, the installation of a sound and lighting system that is appropriate for the use of the Premises as a first class live performance hall, the installation of any acoustic features selected by Tenant, the construction and installation of bathrooms, the construction of all doorways and exits, the construction of a box office, the construction of all appropriate "back of the house" facilities, such as a green room (or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”a space that is capable of being utilized as a green room), dressing rooms (with bathroom and shower facilities), bus parking areas, and loading docks and service areas, the construction of all appropriate "front of the house" facilities, such as sound board areas and lighting control boards, the construction of adequate storage areas, HVAC installation and distribution, sprinkler system installation, the construction of all interior partitions, finished walls, appropriate staircases and vertical transportation sufficient to serve the Premises, the Real Propertyinstallation of grease traps (at Tenant's election), service bar facilities and kitchen facilities, the Building systemsinstallation of all interior and exterior signage, or any part thereofincluding a theater style marquee sign, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if the installation of all storefronts, fire exits and fire stairways, the construction of the demising wall of the Premises that is closest to Xxxxx Street (including the construction of both sides of such demising wall, from the floor of the first floor of the Premises, to the underside of the roof of the Premises), the construction of a permanent riser system on the second floor of the Premises, the acquisition and installation of a portable riser system on the first floor of the Premises (at Tenant’s Work (a) is nonstructural's election), the installation of a service elevator that connects the first and second floors of the Premises to the storage area of the Premises located beneath Xxxxx Street, and the acquisition and installation of the Excluded Personal Property. Tenant shall do and perform at its expense all Tenant's Work diligently and in accordance with the provisions herein. (b) does not Tenant's Work shall be performed in accordance with Applicable Law, to the end that the Premises is in material compliance with Applicable Law on the Commencement Date. In connection with the Premises: (i) affect any part Tenant shall, in accordance with Applicable Law, satisfy and comply with, in all material respects, the requirements of (x) the Real Property outside Americans with Disabilities Act applicable to the Premises (including the Building roofregulations issued thereunder) and (y) the Texas Architectural Barriers Act applicable to the Premises (including the regulations issued thereunder), as each may be amended from time to time (except to the extent that such laws, regulations or the exterior of amendments are not applicable to the Premises, or Tenant's operations thereat); and (ii) affect any structural element of the BuildingTENANT HEREBY INDEMNIFIES THE CITY AND LANDLORD FOR ANY AND ALL CLAIMS AND LIABILITIES ARISING OUT OF TENANT'S FAILURE TO SATISFY THE ABOVE DESCRIBED REQUIREMENTS (i.e., (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayedAMERICANS WITH DISABILITIES ACT AND TEXAS ARCHITECTURAL BARRIERS ACT). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall will not replace any fixtures in the Premises or make any changeschanges to the Premises, improvementsthe Building, alterations the Building systems, or additions any part thereof (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this leaseconsent. Tenant’s Work shall will be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality as reasonably determined by Landlord and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work). Section 5.2 Prior to commencing performing any Tenant’s Work other than purely Cosmetic Alterationswhich, pursuant to this Article, requires Landlord’s consent, Tenant shallwill, at Tenant’s expense, expense (a) deliver to Landlord Landlord, detailed plans and specifications, specifications for Tenant’s Work, Work in form reasonably satisfactory to Landlord, prepared, certified, signed Landlord prepared and sealed certified by an a registered architect or engineer licensed to practice in the State of New Yorkengineer, and suitable for filing with the applicable Authority, if filing is required by applicable Laws Law (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and (b) obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of XxxxxxTenant’s Plans shall (which will not be unreasonably withheld or delayed to the extent XxxxxxxxLandlord’s consent to XxxxxxTenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work), Tenant shall (ac) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such workAuthority, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (cd) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) of worker’s compensation insurance (covering all persons to be employed in the performance of by Tenant, and all contractors and subcontractors performing any Tenant’s Work), andcommercial general liability insurance (naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds) and Builder’s all risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds. Tenant will promptly reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant will, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Tenant’s Work prepared as reasonably required by Landlord. Section 5.3 If, in connection with Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant will, at Tenant’s expense, have it removed by bonding or otherwise within 30 days after Tenant receives notice of the filing. Section 5.4 Tenant will not employ, or permit the employment of, any contractor, subcontractor or other worker for purposes of conducting physical work in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment will, in Landlord’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. Section 5.5 At Tenant’s request, Landlord will join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord will not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Section 5.6 Tenant will not place a load on any floor of the Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. Section 5.7 On or before the Expiration Date, Tenant will, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Landlord’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord will make that designation on the date Landlord gives Landlord’s consent to Tenant’s Plans. Except as expressly provided in this Section, Tenant’s Work will not be removed and will, on the Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant was required to remove) which is not removed by Tenant by the Expiration Date will be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at Tenant’s expense.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leasePromptly following the Commencement Date, Tenant shall not replace any fixtures in perform with reasonable dispatch, at Xxxxxx’s sole cost and expense (except for reimbursement by Landlord of the Allowance as hereinafter provided), all work which is necessary or desirable to prepare the Premises or make any changes, improvements, alterations or additions for Tenant’s use and occupancy (collectively, the “Tenant’s Work”)) in accordance with plans and specifications submitted to and approved in advance in writing by Landlord in each instance. Tenant shall be responsible, at its sole cost and expense, for the preparation of the architectural, electrical and mechanical construction drawings, plans and specifications (called the “construction plans”) which are necessary to perform the PremisesTenant’s Work, which construction plans shall be submitted to Landlord for prior approval. If any of such construction plans are disapproved by Landlord, Landlord shall provide Tenant with specific reasons for such disapproval and the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentforegoing submission process shall be repeated until all construction plans have been approved by Landlord. Landlord’s consent approval in each instance shall not be unreasonably withheld withheld, conditioned or delayed if Tenant’s Work (a) is nonstructural, and (b) does not for any construction plans (i) which would not involve or affect any part structural or exterior element of the Real Property outside the Premises (including the Building roof) or the exterior of the Premisesany portion thereof, (ii) which would not adversely affect any structural element the value of the BuildingBuilding or any portion thereof, (iii) which would not adversely affect any the proper functioning of the Building systemsystems or other facilities, or (iv) require an amendment which would not change the character of the certificate exterior or interior architectural design of occupancy for the Premises or the Building, ( c) is not visible outside . During the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part performance of Tenant’s Work, Tenant shall soundproof not be obligated to pay Fixed Rent, Taxes or Operating Costs to Landlord unless the Premises and install appropriate ventilation if required so that Rent Commencement Date has occurred. However, Tenant shall reimburse Landlord for its actual costs incurred in connection with the Tenant’s use Work, including, without limitation, trash removal, electrical costs and costs of other utilities during construction (if separate accounts have not been established in Tenant’s name with the Premises shall not result in noise and/or odors being transmitted outside the Premiseslocal utility companies at such time). All Tenant’s Work shall be fully paid for by Tenant when payment is due performed in a good and workmanlike manner employing materials of good quality and so as to conform with all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws and shall not be financed with any conditional sales or title retention agreements or by subject to the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the applicable provisions of this Article that Landlord relinquishes its rights theretoLease, in which case including, without limitation, subsection 6.2.5. Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterationsuse, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws as its project manager Nordblom Development Company (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing a separate written agreement between Nordblom Development Company and Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and)

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. A. Tenant’s Work shall include, but not necessarily be performedlimited to, any items not specifically included in Section III Landlord’s Work at Landlord’s Expense and the following: 1. Tenant, at Tenant’s sole cost and expense, with diligence when started so as to promptly complete it in shall perform a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use partial remodel of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work which shall be fully paid completed no later than the Rental Commencement Date hereof. Such remodel work shall include, but not limited to, installation of new fixtures, signage and graphics (including as illuminated sign per signage criteria for by Tenant when payment is due the Shopping Center); and shall not be financed with any conditional sales repairing, replacing or title retention agreements or by making “like-new” the granting of any security interestsstorefront, liensceilings, encumbrances or financing statementslighting, floors, and the heating, ventilating and air conditioning (HVAC) system(s). Tenant’s Work shall be deemed, upon installation, All such work to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant completed in accordance with the provisions of Sections 5.01 and 9.01 of the Lease and this Article Exhibit B. Prior to the commencement of any such work Tenant shall obtain Landlord’s prior written approval of its Plans and Specifications therefor. Additionally, on or before the Rental Commencement Date, Tenant shall have the sprinkler system and fire alarm system checked and tested and ensure that Landlord relinquishes its rights theretoany repairs or reconfiguration required to the Fire Life Safety system meets applicable code. Tenant shall also be required to provide an air balance report for the HVAC in the space. It is understood between the parties that any portion of this Exhibit B or the Lease which are inconsistent with the foregoing are included for illustration only, in which case the event Tenant elects to do any additional work at the commencement of or during the Term, or in the event reconstruction of the Premises becomes necessary following damage or destruction, and in such cases, Xxxxxx’s Work shall be as further set forth below. Tenant shall perform any and all demolition work as may be required in order for Tenant to complete Tenant’s Work. All items of existing construction that Tenant may wish to re-use, modify or abandon shall be subject to Landlord’s prior written approval. 2. Tenant shall be obligated responsible to remove provide, finish and level any concrete floor slab(s) within the Premises, as may be required to accept Tenant’s finished floor material and eliminate any tripping hazards. Where floor slab elevations within the Premises are above or below Common Area floor elevations, Tenant shall provide the necessary transitions at storefront areas and rear service door areas to make the floor of the Premises even with any adjoining floor elevation. 3. Tenant shall be responsible to install a finished floor in all areas within the Premises that are visible to the public. 4. Tenant shall be responsible to install a finished ceiling throughout the Premises (or as may otherwise be approved by Landlord and all jurisdictional authorities). ROS/Impossible Kicks B-2 Form Rev. 08/11/2021 5. Tenant shall be responsible to supply and install interior partitions and complete demising walls (fire rated gypsum board or other required finish) throughout the Premises, as may be required to complete the Premises. 6. Tenant shall be responsible to supply and install a complete storefront system for the Premises. 7. Tenant shall be responsible to supply and install all construction and finish materials throughout the Premises. Such material installations shall include, but not be limited to, all wall coverings, floor coverings, ceiling materials, partitions, doors and Tenant’s storefront construction. 8. Intentionally deleted. 9. Tenant shall construct, where applicable, a recessed doorway to provide access from the Premises to a service area or egress corridor. 10. Tenant shall be responsible to supply and install all furniture, fixtures, cabinetwork, shelving, personal property and equipment as may be required to complete the Premises. 11. Tenant shall ensure that all roof and slab penetrations made as a part of Tenant’s Work are properly sealed and remain watertight to prevent possible damage. Failure to do so shall be at the sole risk and expense of Tenant in the event damage occurs. 12. For all wet areas of the Premises, Tenant must install a waterproof membrane to waterproof all floor slabs and slab penetrations in all lavatories, kitchens and similar water prone areas where water is used for food preparation and cleaning. Perimeter walls of such areas must be waterproofed to a point of no less than (12”) Twelve inches above the slab. In addition, Tenant must slope floor surfaces to prevent the passage of water, waste and other liquids out of such areas. All wet areas are subject to flood testing prior to Tenant’s opening with all remedial work completed as may be needed. 13. Mezzanines will not be permitted within the Premises without Landlord’s prior written approval. Where permitted, mezzanines shall be designed and installed to be independent of the building structure and shall comply with all governing codes, and the requirements of the Landlord and all jurisdictional authorities. B. Design, fabrication and installation of Tenant’s sign(s) and menu boards (if applicable) shall be performed by Tenant as a part of Tenant’s Work and shall comply with the following provisions: 1. Tenant’s sign(s) shall be subject to the prior approval of Landlord, and where applicable, the prior approval of all jurisdictional authorities, Major Tenants, and any other party that Landlord may deem appropriate. C. Installation and completion of utility services for the Premises and connection to the utility facilities provided by Landlord shall be performed by Tenant as a part of Tenant’s Work in accordance with the requirements set forth in the Tenant Design Criteria Manual and the following provisions: 1. Tenant’s main electrical service shall be of a type and capacity set forth in the Tenant Design Criteria Manual. If Tenant requires electrical service capacity in excess of that provided by Landlord, all costs of providing such increased service shall be paid by Tenant. Tenant shall: a. Make application, where applicable, for metered electrical service to the Premises from the serving utility authority and comply with all utility authority requirements for such metered service, including the procurement and installation of all required meters, meter bases and current transformers, if applicable. b. As may be required, provide all required electrical system installations within the remote electrical service area provided by Landlord in accordance with all applicable codes, ordinances and as specified in the Tenant Design Criteria Manual. c. As may be required, provide all required conduit and conductor installations to complete Tenant’s main electrical service to and within the Premises. d. Provide all required electrical system installations within the Premises in accordance with all applicable codes, ordinances and as specified in the Tenant Design Criteria Manual. ROS/Impossible Kicks B-3 Form Rev. 08/11/2021 2. Tenant’s telephone service will be available from the main terminal board located outside the Premises and provided by the serving telephone company. Tenant shall apply for telephone service and system wiring to and within the Premises as required by the serving telephone company and comply with all their requirements and regulations. 3. Tenant shall install a fire/smoke detection system within the Premises. Such detection system shall include all required wiring, conduit, devices, equipment and controls, and shall comply with all system requirements set forth by Landlord and all jurisdictional authorities. Where applicable, Tenant shall use Fire-Life Safety contractor as specified by Landlord for certain portions of Tenant’s Work, including, without limitation, final programming and connection to Landlord’s fire alarm system. Section 5.2 Prior 4. If required, Tenant shall install a smoke evacuation system within the Premises. Such system shall include all required wiring, conduit, devices, equipment and controls, and shall comply with all system requirements set forth by Landlord and all jurisdictional authorities. 5. Tenant shall make all required plumbing system installations to commencing serve the Premises. Where provided, Tenant shall connect to, and extend from, the sanitary sewer and domestic water service mains provided by Landlord for the Premises. All such installations shall comply with the following provisions: a. Tenant shall make application for metered water service as required. b. Tenant shall procure and install a water meter and pressure regulating valve as required. c. Tenant shall provide and install toilet facilities within the Premises in accordance with governing codes and Landlord’s standard criteria. Where required by code, Tenant shall provide and install at least one (1) toilet room facility for use by Tenant’s employees. d. Tenant shall install grease and hair traps as required to comply with all governing codes, and the requirements of the Landlord and all jurisdictional authorities. Wherever possible, such traps are to be located within the Premises. 6. Intentionally deleted. 7. Tenant shall install a branch piped fire sprinkler system within the Premises. Tenant shall connect to Landlord’s fire sprinkler supply main, or branch, and extend piping for branches, drops and heads as required to complete the fire sprinkler system within the Premises in accordance with Landlord’s insurance carrier requirements, the requirements of the local fire marshal, all governing building codes, applicable NFPA standards and the Tenant Design Criteria Manual. Tenant sprinkler system shop drawings must be submitted for review and approval by all local authorities having jurisdiction prior to installation of the sprinkler system. Final connection to Landlord’s fire sprinkler supply main shall not be made until the entire system within the Premises is completed, pressure tested and ready for service. 8. Tenant shall provide a heating, ventilating and air conditioning (HVAC) system to serve the Premises. The location of any equipment outside the Premises shall be approved in writing by Landlord. The design and installation of the HVAC system shall be in accordance with the provisions of the Tenant Design Criteria Manual. 9. Tenant shall provide, as required, all exhaust air systems, including air filtration systems (electrostatic precipitators), to serve the Premises in accordance with the Standards, including the provisions of the Tenant Design Criteria Manual and Landlord’s base building drawings. 10. In the event Tenant desires the use of a natural gas service, such service shall be subject to Landlord’s prior approval. If such service is approved by Landlord, Tenant shall provide all required natural gas piping valves, regulators and meters from the central manifold and meter area provided by Landlord outside the Premises, from which Tenant’s natural gas service will be available, to a location within the Premises. All pipe routing, earthquake valves and installation details shall be in accordance with all applicable governing codes and subject to Landlord’s prior approval. 11. Tenants having odor producing operations must maintain a negative pressure within their Premises and shall install a high velocity forced draft ventilation system discharging to the atmosphere via the roof area. ROS/Impossible Kicks B-4 Form Rev. 08/11/2021 D. Tenant’s Work shall include the procurement of all necessary permits, licenses, variances and utility services required to facilitate Tenant’s construction and occupancy of the Premises, and the payment of any fees and taxes associated with such permits, licenses, variances and utility services, as may be required by public authorities and serving utility companies. Tenant shall make all necessary applications, provide all necessary information, pay all required monies and take all necessary actions to obtain such items from the applicable jurisdictional authorities and serving utility companies. E. In the event that Tenant introduces or allows to be introduced in the Premises any asbestos containing material or other than purely Cosmetic Alterationsmaterial or substance that is now or may hereafter be defined as hazardous or toxic or is otherwise regulated as a material or substance posing a potential health threat to persons, then prior to the expiration or earlier termination of this Lease or as required by applicable federal, state or local laws, rules or regulations, Tenant shall, at Tenant’s sole cost and expense, deliver remove any such materials or substances in accordance with all applicable federal, state or local laws, rules or regulations and in the manner that Landlord may direct which may include the use of contractors and/or consultants specified by Landlord. F. Tenant’s plans and specifications must be designed to accommodate and provide access to any ducts, pipes, or conduits installed within the Premises that serve the Development or any part thereof, including, but not limited to, the premises of any occupant. If there is a conflict and relocation of any mechanical or electrical component is necessary, Tenant must submit to Landlord detailed plans for approval, all plans, details and specificationsspecifications required by Landlord for such relocation. If approved, for the complete relocation shall be performed as directed by Xxxxxxxx, and at Tenant’s sole cost and expense. G. Tenant may be required to provide additional items of work or services as a part of Tenant’s Work. If applicable, such work or services shall be provided in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing accordance with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval provisions of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andDesign Criteria Manual.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (a) Tenant shall not replace any fixtures in prepare drawings of certain real property improvements to the Leased Premises or make any changes, improvements, alterations or additions desired by Txxxxx (collectively, “Tenant’s Work”), and Tenant shall submit same to Landlord for approval. Tenant’s Work shall be done in a good and workmanlike manner in accordance with the Premisesplans and specifications approved by Landlord, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent which approval shall not be unreasonably withheld or delayed if (upon approval, the “Approved Plans”). Tenant’s Work (a) is nonstructuralshall comply with Laws. Any structural or exterior changes to the Approved Plans by Tenant shall be approved in advance by Landlord, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed), and shall be in compliance with all Laws. Xxxxxxxx’s consent Notwithstanding anything to the contrary contained in this Lease, the Tenant Improvements shall, at all times during the term of this Lease and upon the expiration or earlier termination of this Lease, be the property of Landlord. Tenant shall not acquire any interest, equitable or otherwise, in any Tenant Improvements. Tenant agrees that the Tenant Reimbursement shall be used for improvements to the Leased Premises, which shall be affixed to the Real Estate and the improvements constructed thereon, and shall not be required with respect to such used for the purchase of Tenant’s Work as are cosmetic alterations personal property. (such as painting b) Landlord shall pay Tenant up to Seven Hundred Thousand Dollars ($700,000.00) (the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic AlterationsTenant Reimbursement”), provided as contribution to Tenant complies with the other applicable provisions of this lease. for Tenant’s Work for furnishing, constructing and installing the work comprising Txxxxx’s Work (“Tenant Improvements”). The Tenant Reimbursement shall be performedpaid by Landlord to Tenant within ten (10) days of the later of: (i) receipt by Landlord of Tenant’s request for payment together with (A) lien waivers from each contractor or supplier providing more than $10,000 in work or materials and (B) reasonable documentation evidencing Tenant’s payment of amounts equaling up to the amount of the Tenant Reimbursement requested; (ii) substantial completion of the Tenant Improvements; and (iii) Tenant opening for business in the Leased Premises. Tenant, at Tenant’s expenseoption, with diligence when started so may request reimbursement in portions following delivery of the initial portion of the Leased Premises or delivery of the additional portions of the Leased Premises, or any combination. In the event Landlord does not timely pay any installment of the Tenant Reimbursement to Tenant, (1) Landlord shall pay to Tenant interest on such unpaid amounts at a rate of interest equal to four percent (4%) over the prime rate in effect from time to time as to promptly complete it in a good established by National City Bank, Columbus, Ohio and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.22) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof have the Premises right to deduct any and install appropriate ventilation if required so that Tenant’s use all such amounts owed Tenant against payments of rent thereafter due Landlord until such time as Tenant has been credited the full amount of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkReimbursement plus applicable interest. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (a) Tenant shall not replace any fixtures in prepare drawings of certain real property improvements to the Leased Premises or make any changes, improvements, alterations or additions desired by Xxxxxx (collectively, “Tenant’s Work”), and Tenant shall submit same to Landlord for approval. Tenant’s Work shall be done in a good and workmanlike manner in accordance with the Premisesplans and specifications approved by Landlord, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent which approval shall not be unreasonably withheld or delayed if (upon approval, the “Approved Plans”). Tenant’s Work (a) is nonstructuralshall comply with Laws. Any structural or exterior changes to the Approved Plans by Tenant shall be approved in advance by Landlord, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed), and shall be in compliance with all Laws. Xxxxxxxx’s consent Notwithstanding anything to the contrary contained in this Lease, the Tenant Improvements shall, at all times during the term of this Lease and upon the expiration or earlier termination of this Lease, be the property of Landlord. Tenant shall not acquire any interest, equitable or otherwise, in any Tenant Improvements. Tenant agrees that the Tenant Reimbursement shall be used for improvements to the Leased Premises, which shall be affixed to the Real Estate and the improvements constructed thereon, and shall not be required with respect to such used for the purchase of Tenant’s Work as are cosmetic alterations personal property. (such as painting b) Landlord shall pay Tenant up to Seven Hundred Thousand Dollars ($700,000.00) (the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic AlterationsTenant Reimbursement”), provided as contribution to Tenant complies with the other applicable provisions of this lease. for Tenant’s Work for furnishing, constructing and installing the work comprising Xxxxxx’s Work (“Tenant Improvements”). The Tenant Reimbursement shall be performedpaid by Landlord to Tenant within ten (10) days of the later of: (i) receipt by Landlord of Tenant’s request for payment together with (A) lien waivers from each contractor or supplier providing more than $10,000 in work or materials and (B) reasonable documentation evidencing Tenant’s payment of amounts equaling up to the amount of the Tenant Reimbursement requested; (ii) substantial completion of the Tenant Improvements; and (iii) Tenant opening for business in the Leased Premises. Tenant, at Tenant’s expenseoption, with diligence when started so may request reimbursement in portions following delivery of the initial portion of the Leased Premises or delivery of the additional portions of the Leased Premises, or any combination. In the event Landlord does not timely pay any installment of the Tenant Reimbursement to Tenant, (1) Landlord shall pay to Tenant interest on such unpaid amounts at a rate of interest equal to four percent (4%) over the prime rate in effect from time to time as to promptly complete it in a good established by National City Bank, Columbus, Ohio and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.22) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof have the Premises right to deduct any and install appropriate ventilation if required so that Tenant’s use all such amounts owed Tenant against payments of rent thereafter due Landlord until such time as Tenant has been credited the full amount of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkReimbursement plus applicable interest. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, 1. The following provisions shall apply to all Tenant shall not replace any fixtures in Improvements (the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work ): (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, completed by Tenant in accordance with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws space plan and Tenant’s Plans (as defined in Section 5.2) as Working Drawings which have been approved by Landlord, which approval shall not unreasonably be withheld. As part In construction of Tenant’s Work, Tenant shall soundproof comply with the Premises and install appropriate ventilation if required so that terms of Landlord’s construction manual. Landlord shall have no responsibility for construction of any Tenant’s use Work. (b) The architects, engineers and contractors selected by Tenant to perform Tenant’s Work shall be subject to the reasonable approval of Landlord which approval shall be provided within ten (10) business days after submission. Tenant’s contractor shall perform Tenant’s Work in a first-class, workmanlike manner, using only good commercial grades of materials, in accordance with this Lease and the Premises plans and specifications approved hereunder, Landlord’s insurance requirements and with all applicable governmental laws, ordinances, codes, rules and regulations, and Tenant’s Work shall not result in noise and/or odors being transmitted outside the Premisesbe subject to Landlord’s reasonable administrative supervision. Tenant’s Work shall be fully paid not commence until Tenant’s contractor has delivered to Landlord a copy of the building permit issued for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemedand evidence of insurance, upon installation, to be improvements and betterments that become the property both of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver are satisfactory to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State all respects. Upon completion of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) evidence of payment, contractors’ affidavits and sworn statements, full and final waivers of lien from contractors and subcontractors for labor, services and materials and all other documents reasonably required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to by Landlord, together with record drawings, in both electronic and paper form, reflecting as built conditions of the Leased Premises. (c) deliver to Landlord certificates (in form Tenant shall indemnify, defend by counsel reasonably acceptable to Landlord and hold harmless Landlord, Landlord’s beneficiaries, the managing agent of the Project and their respective agents, partners, members and employees and the Project of, from and against any and all liabilities, losses, costs, charges, claims, damages, liens, fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses, relating to the Tenant’s Work. Landlord shall permit Tenant’s contractor to have reasonable access to the Leased Premises (other than the Building 10 Sixth Floor Premises which shall be available upon delivery of such space) evidencing immediately upon execution of this Lease and submission to Landlord of appropriate insurance certifications for purposes of constructing Tenant’s Work, provided that Tenant and Tenant’s contractor shall abide by the rules of the site applicable to all contractors, shall coordinate and schedule their access to the Leased Premises for labor and materials delivery through the managing agent of the Project and shall not interfere with or delay the work of any other contractor working in connection with the Project. (d) Any entry to the Project, the Building or the Leased Premises by or on behalf of Tenant or Tenant’s contractor shall be under and subject to all of the terms and provisions of this Lease. To the extent not prohibited by law, all entry to the Project, the Building or the Leased Premises by or on behalf of Tenant or Tenant’s contractor shall be solely at the risk of Tenant and Tenant’s contractor, and Landlord, Landlord’s beneficiaries, the managing agent of the Project and their respective agents, partners and employees shall not be liable in any way, and Tenant hereby waives and releases them from any liability, for any injury or damage to or theft, robbery, pilferage, loss or loss of the use of any property of Tenant, Tenant’s contractor or any other person or entity or any of the Tenant’s Work in or about the Leased Premises or the Project which occurs during such period; provided, however, Landlord, Landlord’s beneficiaries, the managing agent of the Project and their respective agents, partners, members and employees shall be liable, and Tenant does not waive or release them from liability, for their respective gross negligence or willful misconduct which occurs during such period and causes any injury to or death of any person. The foregoing waiver and release of claim shall be in addition to and shall not limit or be limited by any other releases or waivers of claims in this Lease. 2. Except as provided in Paragraph 3 below, Tenant shall pay the cost of all the Tenant’s Work, including without limitation the cost of all items necessary or desirable to complete the Tenant’s Work, such as the fees and expenses arising out of the preparation of Tenant’s Plans and Specifications, the fees and expenses of Tenant’s contractor. 3. To the extent reasonably required by Tenant during the construction of Tenant’s Work, Tenant shall be permitted to undertake the following insurance coverages from each contractor and subcontractorprovided same: (i) worker’s compensation insurance covering are in accordance with all persons laws, (ii) are in a location determined by Landlord at its sole discretion, which designated location may be changed by Landlord at any time, and (iii) are only in place for a reasonable period of time as necessary to be employed in facilitate the performance of any Tenant’s Work: (A) park a portable construction building or trailer in the location designated by Landlord; and (B) park a storage container or semi trailer in the location designated by Landlord for purposes of temporarily storing building materials or FF&E which will be incorporated into the Leased Premises. Notwithstanding the foregoing, andTenant agrees that (i) at no time shall there be more than two (2) semi trailers on the designated location, (ii) all trailers shall be maintained in a neat and orderly manner, (iii) the trailers shall not affect other tenants in the Project, and (iv) if the trailers are powered, Tenant shall be solely responsible for all costs of utilities and connections associated therewith.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changeschanges to the Premises, improvementsthe Building, alterations the Building systems, or additions any part thereof (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if provided that Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, (ii) adversely affect any structural element of the Building, Building (iii) adversely affect any Building system, system or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (db) is performed only by contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of , except that any Tenant’s Work as are cosmetic alterations (such as painting the interior which affects any Building system shall be performed by a contractor or subcontractor designated by Landlord or then on Landlord’s list, if any, of the Premises, carpeting, approved contractors and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”subcontractors for that work), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord). As part If Tenant’s Work consists solely of the installation of Tenant’s WorkProperty in the Premises, Tenant shall soundproof a change affecting only Tenant’s Property in the Premises and install appropriate ventilation if required so that Tenant’s use or the painting, carpeting or decorating of the Premises Premises, Landlord’s consent shall not result in noise and/or odors being transmitted outside the Premises. be required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant’s Work (with reasonable details of the work to be performed), (ii) all of the other applicable provisions of this lease shall be fully paid for by Tenant when payment is due apply and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. (iii) such Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term does not violate clauses (a) or the sooner termination (b) of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkSection. Section 5.2 Prior to commencing performing any Tenant’s Work other than purely Cosmetic Alterationswhich, pursuant to this Article, requires Landlord’s consent, Tenant shall, at Tenant’s expense, expense (a) deliver to Landlord Landlord, detailed plans and specifications, specifications for Tenant’s Work, Work in form reasonably satisfactory to Landlord, prepared, certified, signed Landlord prepared and sealed certified by an a registered architect or engineer licensed to practice in the State of New Yorkengineer, and suitable for filing with the applicable Authority, if filing is required by applicable Laws Law (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and (b) obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of XxxxxxTenant’s Plans (which shall not be unreasonably withheld or delayed to the extent XxxxxxxxLandlord’s consent to XxxxxxTenant’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work), Tenant shall (ac) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such workAuthority, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (cd) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) of worker’s compensation insurance (covering all persons to be employed in the performance of by Xxxxxx, and all contractors and subcontractors performing any Tenant’s Work), andcommercial general liability insurance (naming Landlord, Landlord’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds) and Builder’s risk insurance (issued on a completed value basis), in form, with companies, for periods and in amounts reasonably required by Landlord, naming Landlord, Xxxxxxxx’s managing agent, if any, any Superior Landlord and any Mortgagee as additional insureds, and (e) with respect to any Tenant’s Work costing more than $50,000, deliver to Landlord security in an amount equal to the total cost of such Xxxxxx’s Work and reasonably acceptable to Landlord securing Xxxxxx’s obligation to complete and pay for such Tenant’s Work. Tenant shall promptly reimburse Landlord for any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Plans and inspection of Tenant’s Work, including outside experts retained by Landlord for that purpose. Following the completion of Tenant’s Work, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all authorizations of any Authority required upon the completion of Tenant’s Work and “as-built” plans and specifications for Xxxxxx’s Work prepared as reasonably required by Landlord. Section 5.3 If, in connection with Xxxxxx’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation is filed against Landlord, or any part of the Premises, the Building or Tenant’s Work, Tenant shall, at Tenant’s expense, have it removed by bonding or otherwise within 30 days after Tenant receives notice of the filing. Section 5.4 Tenant shall not employ, or permit the employment of, any contractor, subcontractor or other worker in the Premises, whether in connection with Tenant’s Work or otherwise, if such employment shall, in Landlord’s reasonable judgment, interfere or cause conflict with other contractors, subcontractors or workers in the Building. Section 5.5 At Tenant’s request, Landlord shall join in any applications for any authorizations required from any Authority in connection with Tenant’s Work (to which Landlord has consented, if required pursuant to this Article), and otherwise cooperate with Tenant in connection with Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. Section 5.6 Tenant shall not place a load on any floor of the Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any Law. Section 5.7 On or before the Expiration Date, Tenant shall, at Tenant’s expense, remove from the Premises and the Building (a) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (“Tenant’s Property”), and (b) any Tenant’s Work which is not an ordinary nonstructural office installation and which Landlord designates for removal in a notice given by Landlord to Tenant on or before the date which is 90 days prior to the Fixed Expiration Date (or five days prior to the Earlier Expiration Date, if applicable), and repair any damage to the Premises or the Building caused by the installation or removal of Tenant’s Property or Tenant’s Work. If, at the time Tenant requests Xxxxxxxx’s consent to Tenant’s Plans, Tenant requests Landlord to designate the portions of Tenant’s Work which must be removed pursuant to this Section, Landlord shall make that designation on the date Landlord gives Xxxxxxxx’s consent to Xxxxxx’s Plans. Except as expressly provided in this Section, Tenant’s Work shall not be removed and shall, on the Expiration Date, become the property of Landlord. Any Tenant’s Property or Tenant’s Work (which Tenant was required to remove) which is not removed by Tenant by the Expiration Date shall be deemed abandoned and may, at Landlord’s option, be retained as Xxxxxxxx’s property or disposed of by Landlord at Tenant’s expense.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease4.01 At its own expense, Tenant shall not replace any fixtures provide all design, engineering, plans, specifications, drawings, permits, fees, work, labor, skill and equipment required to complete the Premises for occupancy, and shall construct the Tenant's Improvements in accordance with Tenant's Drawings, approved in the Premises or make any changes, improvements, alterations or manner set forth herein. 4.02 The following shall be carried out at Tenant's expense and by Landlord's contractor: (1) all approved modifications and/or additions (collectively, “Tenant’s Work”), to the Premisesshell building structural system, the Real Property, the Building roof and life safety systems, or any part thereofincluding, without Xxxxxxxx’s prior consentlimitation, installation of approved modifications and additions for the existing shell building sprinkler system, and (2) any drilling, cutting, coring and patching for conduit, pipe sleeves, chases, duet equipment, or openings in the floors, walls, columns or roofs of the Premises which is approved by Landlord. The following may be carried out by Tenant's contractor at Tenant's expense subject to the requirements of Section 4.03 below: (1) all approved modifications to the shell building plumbing, heating, cooling, ventilating, exhaust, control and electrical distribution systems as installed by Landlord’s consent , and (2) patching of building standard fireproofing, if applicable. 4.03 Modifications to the shell building systems set forth in Section 4.02 and special requirements of Tenant will be considered by Landlord only if applied for at the time Tenant's Drawings are submitted for approval and if they are compatible with the capacity and character of the shell building. Drawings for such proposed modifications shall be certified (sealed) by an architect duly registered in the State of Utah. Landlord shall not be unreasonably withheld required to grant its consent to allow Tenant's contractor to perform such work unless Tenant agrees to obtain from Landlord's subcontractor(s) originally responsible for the installation of such shell building systems written statements in form satisfactory to Landlord, that Tenant's modifications of such shell building systems will be performed in a good workmanlike manner and specifically affirming the continued validity of any and all warranties and guaranties in effect prior to commencement of Tenant's Work from each such shell building systems subcontractor. Restrictions on mechanical and electrical connections by Tenant may be imposed as reasonably necessary by Landlord to insure that no warranty or delayed if Tenant’s Work guarantee pertaining to the shell building is lost or jeopardized. 4.04 No construction work shall be undertaken or commenced by Tenant until: (a) is nonstructuralTenant's Drawings have been submitted to and approved or deemed approved by Landlord, and and (b) does all necessary building permits and required insurance coverages have been secured and certificates of insurance delivered to Landlord. 4.05 Tenant shall proceed with its work expeditiously, continuously, and efficiently, and shall complete the same by the date one hundred twenty (120) days following the Delivery Date. Failure of Tenant to complete by such date shall not (i) affect any part prevent commencement of the Real Property outside the Premises (including the Building roof) or the exterior term of the PremisesLease or commencement of any rental or other charges payable by Tenant under the Lease. 4.06 Tenant shall ensure that all materials, (ii) affect skill and workmanship in Tenant's Work shall be of uniformly high quality, not less than building standard, and in accordance with the best standards of practice and any structural element governing codes or regulations. Tenant shall have the obligation to timely deliver any materials and equipment and labor to be supplied by Tenant so as not to delay substantial completion of Tenant's Work. Tenant represents and warrants that Tenant's Drawings and the Buildingimprovements contemplated thereby shall be in compliance with applicable building and zoning laws, (iii) adversely affect ordinances, regulations and any Building systemcovenants, conditions or (iv) require an amendment restrictions affecting the Shopping Center, and that the same are in accordance with good engineering and architectural practice, and that Tenant's Drawings are sufficient for issuance of a building permit for Tenant's Work. Further, Tenant shall be responsible for obtaining the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such Tenant's Work, and shall furnish the same to Landlord prior to the Commencement Date. 4.07 Tenant shall appoint a representative as Tenant's representative with full authority to make decisions and commitments on behalf of Tenant in respect to Tenant’s 's Work as are cosmetic alterations (such as painting and changes therein. 4.01 All Tenant's Work shall be confined to the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions exception of this lease. Tenant’s Work sign mountings, which shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and performed in compliance with this lease, all Laws Landlord's sign criteria and Tenant’s Plans (as defined in Section 5.2) as the approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Worksign drawings. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease(a) Landlord acknowledges and agrees that it is responsible for hiring a general contractor for the installation of all partitioning, Tenant shall not replace any fixtures in doors, flooring, ceilings, outlets, equipment and other alterations and improvements necessary to prepare the Premises or make any changes, improvements, alterations or additions for the Permitted Use (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if ) and for obtaining all building and other permits necessary for Tenant’s Work (a) is nonstructural, in accordance with all plans and specifications relating thereto. (b) does not Xxxxxx and Xxxxxxxx will comply with the following provisions in connection with Xxxxxx’s Work: (i) affect Before any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations is begun, Tenant shall (A) work with Xxxxxxxx’s architect to develop the plans and specifications therefor; and (B) submit for Landlord’s approval such as painting the interior of the Premises, carpeting, plans and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. specifications for Tenant’s Work Work. (ii) Landlord shall pay or cause to be performed, at Tenant’s expense, paid all third party hard costs and expenses arising out of or in connection with diligence when started so as to promptly complete it in a good and worker-like manner using new materials or by reason of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part any of Tenant’s Work, as well as the soft costs for Landlord’s engineers and architect, up to an aggregate maximum amount of One Million Eight Hundred Thousand Eighty-Three Dollars ($1,883,002) (“Buildout Allowance”); provided, however, Tenant shall soundproof reimburse Landlord for such Buildout Allowance over the Premises and install appropriate ventilation if required so that Tenant’s use Term of the Premises shall not result in noise and/or odors being transmitted outside Lease. Payments by Tenant to Landlord for the Premises. Tenant’s Work Building Allowance shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant made monthly in accordance with the provisions rent schedule set forth in Section 1.1.6. and shall be considered additional rent hereunder. Any amount due and owing for Xxxxxx’s Work in excess of this Article that Landlord relinquishes its rights thereto, in which case the Buildout Allowance shall be paid by Tenant within thirty (30) days of Landlord’s or contractor’s request therefor. Tenant shall be obligated entitled to remove such Tenant’s Work. Section 5.2 Prior to commencing a credit for any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, portion of the Buildout Allowance not used for Tenant’s Work, which credit may be (a) used to pay for, in form reasonably satisfactory whole or in part, the construction of a footbridge from the Building to Landlordthe upper parking lot, prepared, certified, signed and sealed by an architect or engineer licensed the design of which is subject to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval or (b) to reduce the monthly amount payable for Buildout Allowance in Section 1.1.6. (iii) In addition, Landlord shall pay or cause to be paid up to Six Hundred Ninety-Eight Thousand Five Hundred Dollars ($698,500) (“TI Allowance”) for the purchase of furniture, fixtures and equipment (“FFE”) for the Premises or such other expenses or costs as agreed by the parties, including without limitation, any amount due and owing for Tenant’s Work in excess of the Buildout Allowance. Tenant shall submit a detailed list of the FFE to be ordered by Landlord on Xxxxxx’s Plansbehalf. Xxxxxxxx’s approval of Xxxxxx’s Plans Provided Tenant shall not be unreasonably withheld in default under any of the terms and conditions in this Lease, the TI Allowance shall be paid by Landlord directly to suppliers of such FFE; provided, however, if the cost of the FFE exceeds the TI Allowance, then Tenant shall pay the suppliers directly for such excess amount. Alternatively, Tenant shall be entitled to a credit for any portion of the TI Allowance not used to purchase furniture, which credit may be used to pay for, in whole or delayed in part, the construction of a footbridge from the Building to the extent Xxxxxxxxupper parking lot, which is subject to Landlord’s consent approval. (c) Landlord agrees that at the request of Tenant, Landlord will either (i) file any appropriate applications or petitions in which Tenant will join or (ii) join in any applications or petitions filed by Xxxxxx, and, in either event, Landlord will cooperate with Tenant and provide reasonable assistance to Xxxxxx’s Work shown on Tenant’s Plans is not , but all at the sole cost and liability of Tenant, as required to be unreasonably withheld or delayed pursuant to this Article. Before commencing obtain all necessary building and similar permits for Tenant’s Work, . Tenant shall (a) obtain (be solely responsible for the preparation and deliver to filing and processing of all such applications or petitions and, Landlord copies of) all required permits and authorizations shall have no liability as a result of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andfailure to obtain any of such approvals or permits.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in construct those certain improvements to the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of duct work and generator installation in the Building, described as the Tenant's Work in the Work Letter, Exhibit A, which is attached hereto and made a part hereof, in accordance with the Plans (iii) adversely affect any Building system, or (iv) require an amendment of attached to the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayedWork Letter). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality workmanlike manner. The Tenant's Work shall be completed at Tenant's cost and in compliance with this leaseexpense, all Laws and Tenant’s Plans subject to Landlord's Contribution (as defined in Section 5.2) as approved by Landlordthe Work Letter). As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in In accordance with the provisions of this Article that Landlord relinquishes its rights theretoSection 11.4 of the Original Lease, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shallrequired, at Tenant’s its cost and expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractorto: (i) worker’s compensation insurance covering all persons to be employed in remove, upon the performance expiration or earlier termination of the Lease: (A) the laboratory fixtures and equipment and any exhaust duct work for the operation of the laboratories installed as part of the Tenant’s 's Work, andincluding the fans from the roof of the Building, all hoods, and exhaust venting; (B) the generator and related appurtenances installed as part of the Tenant's Work; and (C) plumbing and electrical fixtures and other equipment (which is not located within the walls or under the floor of the Premises or the Building and is not common to a general office build-out), if any, installed within the Premises or the Building as part of the Tenant's Work; (ii) restore the Premises and the Building to broom-clean condition, reasonable wear and tear excepted; and (iii) repair any damage to the Premises or the Building resulting from such removal and restoration. Notwithstanding the foregoing, Tenant shall not be required to demolish or restore: (1) any plumbing fixtures or equipment within the walls of the Premises or the Building installed or constructed as part of the Tenant's Work; and (2) any electrical fixtures or equipment installed as part of the Tenant's Work which are considered common to a standard office build-out. If Tenant fails to remove any of the Tenant's Work referenced in subsections (A), (B) and (C) above or restore the Premises and/or Building to the condition required or repair any damage, then Landlord may perform such actions, and Tenant shall reimburse Landlord for any and all costs incurred by Landlord in connection therewith. Any other improvements to the Premises shall be made by Tenant at the sole cost and expense of Tenant.

Tenant’s Work. Section 5.1 5.1. Except as may be expressly provided in this leaseset forth herein, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereofnot, without Xxxxxxxx’s Landlord's prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwritten approval, and (b) does not in each instance, make (i) affect structural changes or alterations in or to the Demised Premises of any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premisesnature, (ii) changes or alterations which affect any structural element of the Building's systems, which term shall include, without limitation, the Building's utility, plumbing, ventilating, electrical, air conditioning or heating systems or (iii) adversely affect non-structural changes or alterations costing more than $75,000 in the aggregate in any Building systemtwelve (12) month period. Prior to Tenant's commencing the Initial Tenant's Work described in Section 3.5 above, or (iv) require an amendment of any other work in the certificate of occupancy Demised Premises for the Premises or the Buildingwhich Landlord's prior approval is required, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Tenant shall submit to Landlord for Landlord's written approval (which approval shall not be unreasonably withheld or delayedfor non-structural work which does not affect any Building systems), complete drawings, plans and specifications, if any, (herein collectively referred to as "Tenant's Plan") for the improvements and installations to be made by Tenant (said Initial Tenant's Work, together with all other work contemplated in this Article 5 is herein collectively referred to as "Tenant's Work"). XxxxxxxxTenant shall also submit to Landlord for Landlord's written approval (x) the proposed budget (updated as any work progresses) for all Tenant's Work to be made by Tenant and (y) a list of contractors and subcontractors for Tenant's Work. Upon request, Tenant agrees to employ Landlord's contractor to perform any part of Tenant’s Work with respect to the Building's systems or the exterior of the Demised Premises and/or any structural aspect of Tenant’s Work. Tenant acknowledges that said Landlord's contractor may be a related party to Landlord and Tenant has no objection thereto so long as the cost of such work does not exceed that which Tenant would be obligated to pay an unrelated party. Tenant's Plan shall be fully detailed, shall show complete dimensions, shall not require any changes in the structure of the Building (except as expressly permitted pursuant hereto) and shall not be in violation of any laws, order, rules or regulations of any governmental department or bureau having jurisdiction of the Demised Premises. Section 5.2. Within ten (10) days after submission to Landlord of Tenant's Plan, Landlord shall either approve same or shall set forth in writing the particulars in which Landlord does not approve same, in which latter case Tenant shall, within ten (10) days after Landlord's notification, return to Landlord appropriate corrections thereto. Such corrections shall be subject to Landlord's approval not to be unreasonably withheld. Tenant shall pay to Landlord, promptly upon being billed, any reasonable charges or expenses of Landlord's architects and engineers in reviewing Tenant's Plan and/or insuring compliance therewith as well as a construction management fee of two and one/half (2.5%) percent of the aggregate hard costs for such work as set forth in Tenant's proposed budget for any Tenant's Work required to be supervised or monitored by Landlord. Section 5.3. Tenant further agrees that Tenant shall not make any changes in Tenant's Plan subsequent to approval by Landlord unless Landlord consents to such changes; provided, however, Landlord's consent shall not be required in connection with respect any changes required by any governmental entity or agency. Tenant shall pay to Landlord all costs and expenses caused by such change which Landlord may incur or sustain in the performance by Landlord of any construction or work in the Building. Landlord shall have the right to refuse to consent to any such changes if in the reasonable judgment of Landlord or Landlord's architect such changes materially deviate from Tenant's Plan theretofore approved by Landlord or otherwise violate the terms of this Lease. Any charges payable under this subparagraph 5.3 shall be paid by Tenant from time to time upon demand as Additional Rent, whether or not the Lease Term shall have commenced. Section 5.4. Following compliance by Tenant with its obligations under the foregoing subparagraphs and approval of Tenant’s Plan by Landlord, Tenant shall commence Tenant's Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies it shall proceed diligently with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it same in a good and worker-like workmanlike manner using new first-class materials in order to complete same within a reasonable period of first class quality time. Section 5.5. Tenant agrees that in the performance of Tenant's Work (i) neither Tenant nor its agents or employees shall interfere with any work being done at the Industrial Center by other tenants or occupants thereof or by Landlord and its contractors, agents and employees, (ii) intentionally omitted, (iii) that Tenant shall comply with any reasonable rules and regulations proposed by Landlord, its agents, contractors or employees, (iv) that all that all contractors, subcontractors and personnel employed by Tenant shall be harmonious and compatible with the labor employed by Landlord and other tenants in the Industrial Center, it being agreed that if in Landlord's judgment the labor is incompatible with the labor employed by Landlord or construction labor employed by other tenants in the Industrial Center, Tenant shall immediately resolve such incompatibility, or upon Landlord's demand immediately withdraw such labor from the premises, (v) that prior to commencing Tenant's Work, Tenant shall procure and deliver to Landlord worker's compensation, public liability, property damage and such other insurance policies, in such form and amounts as shall be reasonably acceptable to Landlord in connection with Tenant's Work, and shall upon Landlord's request cause Landlord, any mortgagee of the Industrial Center and such other entities as Landlord shall designate to be named as an insured thereunder, (vi) that Tenant shall hold Landlord, any mortgagee of the Industrial Center and such other entities as Landlord shall designate harmless from and against any and all claims arising from or in connection with any act or omission of Tenant or its agents, contractors and employees, (viii) that Tenant's Work shall be performed in accordance with the approved Tenant's Plan and in compliance with this leasethe laws, all Laws orders, rules and regulations of any governmental department or bureau having jurisdiction over the Industrial Center and Tenant shall immediately correct any non-conforming work, and (vii) that Tenant shall promptly pay for Tenant’s Plans ('s Work in full and shall not permit any lien to attach to the Demised Premises or the land and/or Industrial Center. Section 5.6. In the event that Tenant shall not diligently perform and fully pay for Tenant's Work and/or causes or permits any liens to attach to the Demised Premises or the building containing the Demised Premises, as defined in Section 5.2) as approved determined by Landlord, then, in addition to any other remedies of Landlord in this Lease contained, by law or otherwise, Landlord shall, to the extent Landlord deems necessary, be entitled, at Tenant's expense, to restore and/or protect the Demised Premises or the Industrial Center, and to pay or satisfy any costs, damages or expenses in connection with the foregoing and/or Tenant's obligations under this Lease. Section 5.7. As part of Tenant’s Work, All trade fixtures and equipment installed or used by Tenant shall soundproof in the Demised Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due in cash and shall not be financed with any subject to conditional sales bills of sale, chattel mortgage or other title retention agreements agreements, unless such conditional xxxx of sale, chattel mortgage or by other title retention interest does not affect Landlord's interest in the granting of Demised Premises or the Industrial Center. Section 5.8. Notice is hereby given that the Landlord shall not be liable for any security interests, liens, encumbrances labor or financing statements. Tenant’s Work shall be deemed, upon installation, materials furnished or to be improvements and betterments that become furnished to the property of Landlord at installationTenant upon credit, and that no mechanic's or other lien for any such labor or materials shall remain upon and be surrendered with attach to or affect the Premises, at the expiration reversion or other estate or interest of the Term (Landlord in and to the Demised Premises or the sooner termination of this lease in accordance with its provisions) unless Industrial Center. Section 5.9. Notwithstanding anything to the contrary contained herein, Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall not be obligated to remove give its consent or approval regarding Tenant's Work in the event that such consent or approval is required of, and not given by, Landlord's mortgagee. Tenant’s Work's Work shall in all respects conform to the requirements, if any, imposed by any mortgage on the Industrial Center with respect to such alterations and improvements. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall5.10. Landlord may, at Tenant’s expenseany time and from time to time but upon reasonable advance notice, deliver in addition to any other right of access given to Landlord detailed plans pursuant to the terms of this Lease, enter upon the Demised Premises with one or more engineers and/or architects of Landlord's selection to determine the course and specificationsdegree of completion of Tenant's Work and its compliance with Tenant's Plan and the terms and conditions of this Lease. Section 5.11. At the time Landlord approves the Tenant's Plan, for Tenant’s Work, in form reasonably satisfactory to Landlord, preparedby notice to Tenant, certified, signed and sealed by an architect or engineer licensed shall have the right to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed require Tenant to remove prior to the extent Xxxxxxxx’s consent Expiration Date any or all Tenant's Work performed by Tenant and restore the Demised Premises to Xxxxxx’s Work shown on Tenant’s Plans is not the condition it existed prior to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any said Tenant’s Work's Work (such Tenant's Work which Landlord requires Tenant to remove, and"Designated Alterations").

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall hire and use its project manager to manage the construction work on the Premises. Landlord shall be entitled to approve “Tenant’s Contractors”, as hereinafter defined, such approval not replace any fixtures in to be unreasonably withheld, conditioned or delayed. Tenant, through its project manager, contractor(s) and agents (collectively, “Tenant’s Contractors”) shall furnish all labor and materials as necessary to build-out and improve the Premises or make any changes, improvements, alterations or additions to Tenant’s specifications and to facilitate Tenant’s business operations on the Premises (collectively, “Tenant’s Work”), . The following shall apply to Tenant’s Work: (1) For all Tenant’s Work involving material alterations to the structure or layout of the Premises or material alterations to the mechanical or utility systems serving the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralContractors shall prepare space plans and specifications for the Premises. Such space plans shall include commercially reasonable complete architectural, mechanical, electrical engineering, plumbing, life safety and (b) does not (i) affect any part of the Real Property outside the Premises structural drawings and specifications (including the Building roofall finishes) or the exterior of the Premises, where applicable. (ii2) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises All plans and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required specifications prepared in connection with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performedin full compliance with all applicable building codes, at including the ADA and its related rules and regulations, and be compatible with all insurance regulations for the Premises. (3) Notwithstanding Landlord’s review and approval of the plans and specifications, Landlord makes no representations as to the design, feasibility or efficiency of the proposed Tenant’s expenseWork, or whether Tenant will be able to obtain the required permits, approvals and certificates. (4) All materials and workmanship in connection with diligence when started so as to promptly complete it in a good and workerTenant’s Work will be of first-like manner using new materials of first class quality and in compliance keeping with this lease, all Laws and TenantLandlord’s Plans (as defined standards for the Building in Section 5.2) as approved which the Premises are located. If the operation of the Building or any of its equipment is in any way adversely affected by Landlord. As part reason of Tenant’s Work, Tenant, at its expense, will use commercially reasonable efforts to remove the cause thereof upon Landlord’s request. (5) Tenant shall soundproof is solely responsible for the completion of all of Tenant’s Work to the Premises and install appropriate ventilation if required so that in a timely manner. (6) At all times during the progress of Tenant’s use Work, Landlord will be entitled to have a representative present on the site for supervision and inspection purposes, and Landlord’s representative will have commercially reasonable access to all parts of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Such presence, inspection and/or supervision, however, will not impose any obligation whatsoever on Landlord or Landlord’s representative nor render Landlord or Landlord’s representative liable in any way for improper work or faulty materials. Landlord agrees to cooperate in all reasonable respect with Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by efforts to complete the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (A) Tenant shall not replace any fixtures be responsible for all work, construction, installations or improvements in or to the Premises or make any changeswhich is not designated as Landlord’s Work (including but not limited to the installation of all fixtures, improvementsfurniture, alterations or additions (collectivelyequipment and other installations), such work to be hereinafter be referred to as “Tenant’s Work”),” and shall be at Tenant’s sole cost and expense, subject to the PremisesConstruction Allowance. Prior to commencing Tenant’s Work, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent Tenant shall not be unreasonably withheld or delayed if submit drawings and specifications describing Tenant’s Work (a) is nonstructuralto Landlord, showing all aspects of such work in reasonable detail, to Landlord for Landlord’s review and (b) does approval, not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not to be unreasonably withheld withheld, conditioned or delayed). Xxxxxxxx’s consent shall not be required with respect to such delayed in excess of Tenant’s Work as are cosmetic alterations ten (such as painting 10) business days beyond the interior date of the Premisesrequest, carpeting, accompanied by all supporting drawings and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this leasespecifications. Tenant’s Work shall be performedtreated as an “alteration” or “improvement” under the Lease, at and shall be subject to the terms of (and approval procedures described in) the Lease with regard to alterations. In connection with submission of drawings and specifications, Tenant agrees that the locations of Tenant’s expensefloor penetrations, if any, shall be subject to field verification by x-ray to be performed by ECS Limited and that any drillings for such penetrations shall be coordinated with diligence the Building’s structural engineer for approval and supervision. (B) Tenant shall be responsible for and shall pay when started so as to promptly complete it due all costs associated with the preparation of plans and the performance of Tenant’s Work incurred in a good and worker-like manner using new materials of first class quality and in compliance accordance with this lease, Exhibit C. (C) Tenant shall bear financial responsibility for all Laws hard and soft costs associated with the performance of Tenant’s Plans Work including (i) the architectural, engineering and professional fees and blueprinting costs in connection with preparation of Drawings and Specifications, and Approved Plans, as defined required hereunder and any permitting costs, inspection fees and other governmental charges associated with Tenant’s Work (the “Soft Costs”), and (ii) all costs of labor and materials for the installation of Tenant’s Work (the “Hard Costs”). The total Soft Costs and Hard Costs of Tenant’s Work, including any sums due by virtue of approved change orders, is herein referred to collectively as the “Costs”. Landlord shall reimburse the Tenant for the Costs (herein referred to as the “Construction Allowance”) in Section 5.2an amount equal to Thirty Nine and 00/100 Dollars ($39.00) multiplied by the total number of rentable square feet in the Premises to be applied against Hard Costs to construct Tenant’s Work within the Premises, and Soft Costs. In order to defer Tenant’s relocation expenses and Soft Costs, Tenant shall be entitled to receive a portion of the Construction Allowance to be applied against Tenant’s actual moving expenses (herein referred to as approved the “Moving Expenses”) and Soft Costs; provided that in no event shall Moving Expenses and Soft Costs funded from the Construction Allowance exceed $5.00 per rentable square foot of the Premises. Landlord and Tenant agree that the Construction Allowance shall paid upon substantial completion of Tenant’s Work. Tenant acknowledges and agrees that Landlord shall have no obligation to pay the Construction Allowance in the event that Tenant’s Work is not substantially complete on or before nine (9) months following the Commencement Date (taking into account any permitting delays which may be caused by LandlordFairfax County and which delays are outside of Tenant’s reasonable control and of which tenant promptly gave Landlord notice). As part Upon completion of Tenant’s Work, Tenant shall soundproof submit to Landlord a payment request, seeking disbursement to Tenant or Tenant’s general contractor (or any other Tenant designated vendor providing labor or materials incorporated within Tenant’s Work for which funding of the Premises and install appropriate ventilation if required so Construction Allowance is permitted herein) of payment, accompanied by all of the following items, as indicated: (i) a certificate of Tenant’s architect to Landlord certifying that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant has been substantially completed in accordance with the provisions Approved Plans, and that all punch list items noted by the parties have also been fully completed. (ii) a copy of this Article that Landlord relinquishes the final certificate of use and occupancy (or its rights thereto, in which case equivalent) issued to Tenant shall be obligated by the applicable governmental authority with respect to remove such the Premises. (iii) a copy of complete as-built plans and specifications for Tenant’s Work. Section 5.2 Prior to commencing any (iv) a duly executed final release of liens executed by Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans general contractor and specifications, for any and all subcontractors and/or materialmen supplying labor and/or materials in connection with Tenant’s Work, in form reasonably and substance satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice acknowledging payment in the State of New Yorkfull for such labor and/or materials, and suitable for filing fully and forever waiving any and all statutory and/or common law liens which might otherwise be asserted by them against the Premises (or any portion thereof) or the Building in connection with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval Work. Landlord shall have no obligation to pay the Construction Allowance to Tenant until forty five (45) days after Landlord has received all of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed the items listed in clauses (i)-(iv) above (to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory previously supplied to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and).

Tenant’s Work. Tenant may, after receipt of Landlord’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed, and as stated in Section 5.1 Except as may be expressly provided in this lease1 (c) of the Lease, enter onto the applicable Floor of the Premises during Landlord’s construction of the Tenant Improvements for the purpose of installing telephone and data center cabling and equipment, all at Tenant’s expense. Tenant shall not replace interfere with Landlord’s Work and specifically recognizes that Section 4.2(c) will be applicable if Landlord’s Work is delayed as a result of Tenant’s entry. Jive Software EXHIBIT C RULES AND REGULATIONS Except as otherwise provided in the Lease, the following Rules and Regulations shall apply: 1. The lobbies, corridors, elevators, sidewalks, halls, passages, exits, entrances, and parking areas of the Property (if any) shall not be obstructed by Tenant or used by it for any fixtures purpose other than access to the Premises. Tenant shall not go on the roof of the Building, except in such areas, if any, as Landlord may designate as “common areas” from time to time. 2. No awning, canopy, or other projection of any kind shall be installed over or around the windows or entrances of the Premises and only such window coverings as are approved by Landlord shall be used in the Premises. 3. The Premises shall not be used for lodging or sleeping. No cooking shall be done or permitted by Tenant on the Premises, except the preparation of coffee, tea, and similar items for Tenant and its employees. 4. Landlord will furnish Tenant with up to 50 keys to the Premises, free of charge. No additional locking devices shall be installed without the prior written consent of Landlord, and Tenant shall furnish Landlord with a key for any such additional locking device. Tenant, upon the termination of its tenancy, shall deliver to Landlord all keys to doors in the Premises. 5. Tenant shall not use or keep in the Premises or make the Property any changeskerosene, improvementsgasoline, alterations or additions (collectivelyother flammable or combustible fluid or material or use any method of heating or air conditioning other than that supplied by Landlord. 6. In case of invasion, “mob, riot, public excitement, or other circumstances rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Property by such action as Landlord may deem appropriate, including closing entrances to the Property. 7. The doors of the Premises shall be closed and securely locked at such time as Tenant’s Work”)employees leave the Premises. Each tenant, before closing and leaving its premises at any time, shall turn out all lights. 8. The toilet rooms, toilets, urinals, wash bowls, and other apparatus in the Premises and the Property shall not be used for any purpose other than that for which they are intended, no foreign substance of any kind shall be deposited therein, and any damage resulting from Tenant’s misuse shall be paid for by Tenant. 9. Except with the prior written consent of Landlord, the Premises shall not be used for manufacturing of any kind, or for any business or other activity other than that specifically permitted under Tenant’s Lease. 10. Landlord reserves the right to restrict smoking to particular areas of the Property or to designate all or any portion of the Property (including the Premises) as a no-smoking area. 11. Tenant shall not use in the Premises or the Property any hand truck not equipped with rubber tires and side guards, nor any other material-handling equipment not approved in writing by Landlord. No other vehicles of any kind shall be brought by Tenant into the Premises. 12. Tenant shall store its trash and garbage within the Premises until daily removal to such location on the Property as may be designated from time to time by Landlord. No material shall be placed in the Property trash boxes or receptacles if such material may not be disposed of in the ordinary and customary manner in the Portland, Oregon metropolitan area without being in violation of any law or ordinance governing such disposal. 13. All loading and unloading of equipment, furniture, supplies, and other matter to or from the Premises shall be made only through such entryways and at such times as Landlord may designate from time to time. Tenant shall not obstruct or permit the obstruction of any loading areas used by Landlord or other tenants in the Property and at no time shall Tenant park vehicles in a loading area except for loading and unloading. 14. Canvassing, soliciting, peddling, and distributing of handbills or other written material on the Property is prohibited and Tenant shall cooperate to prevent the same. 15. Landlord may direct the use of pest extermination and scavenger contractors with 24 hours notice at such intervals as Landlord may determine. 16. Employees of Landlord shall not perform any work for or on behalf of Tenant or do anything outside of their regular duties unless under special instructions from Landlord. 17. Tenant’s employees shall park only in those areas of the Property designated in writing by Landlord from time to time for such purpose. Any vehicle improperly parked by an employee of Tenant may be towed or otherwise removed by Landlord at Tenant’s expense and Tenant shall indemnify Landlord from any liability in connection with such removal. 18. Landlord at its election may refuse admission to the PremisesProperty outside of business hours on business days (as established by Landlord) to any person not producing identification satisfactory to Landlord. If Landlord issues identification passes, Tenant Jive Software Page 30 shall be responsible for all persons for whom it issues any such pass and shall be liable to Landlord for all acts or omissions of such persons. 19. The windows that reflect or admit light and air into the halls, passageways or other public places of the Building shall not be covered or obstructed by any tenant, nor shall any bottles, parcels or other articles be placed on the window xxxxx. 20. No vehicles, animals, fish or birds of any kind shall be brought into or kept in or about the premises of any tenant or the Building. 21. No noise, including, but not limited to, music or the playing of musical instruments, recordings, radio or television, which, in the judgment of Landlord, might disturb other tenants of the Building, shall be made or permitted by any tenant. 22. No tenant shall occupy or permit any portion of its premises to be occupied as an office for a public stenographer, public typist, printer or photocopier without the prior written consent of Landlord. No office tenant shall use its premises, or permit any part thereof to be used, for manufacturing or the sale at retail or auction of merchandise, goods or property of any kind or for the possession, storage, manufacture, or sale of liquor, narcotics, dope, tobacco in any form, or as a xxxxxx, beauty or manicure shop, or as school. 23. Landlord shall have the right to prescribe the weight and position of safes and other objects of excessive weight, and no safe or other object whose weight exceeds the lawful load for the area upon which it would stand shall be brought into or kept upon any tenant’s premises. If, in the judgment of Landlord, it is necessary to distribute the concentrated weight of any heavy object, the Real Property, work involved in such distribution shall be done at the Building systems, expense of the tenant and in such manner as Landlord shall determine. 24. No machinery or mechanical equipment other than ordinary portable business machines may be installed or operated in any part thereof, tenant’s premises without XxxxxxxxLandlord’s prior consent. Landlord’s written consent which consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuraldelayed, and (b) does not (i) affect in no case shall any part machines or mechanical equipment be so placed or operated as to disturb other tenants. Machines and mechanical equipment which may be permitted to be installed and used in tenant’s premises shall be equipped, installed and maintained so as to prevent any disturbing noise, vibration or electrical or other interference from being transmitted from such premises to any other area of the Real Property. 25. Nothing shall be done or permitted in any tenant’s premises, and nothing shall be brought into or kept in any tenant’s premises, which would impair or interfere with the economic heating, cleaning or other servicing of the Property outside or the Premises (including premises, or the use or enjoyment by any other tenant of any other premises, nor shall there be installed by any tenant any ventilating, air conditioning, electrical or other equipment of any kind which, in the reasonable judgment of Landlord, might cause any such impairment or interference. 26. Window coverings for all windows in each tenant’s premises above the ground floor shall be lowered as reasonably required because of the position of the sun, during the operation of the Building roofair-conditioning system (if any) to cool or ventilate the exterior tenant’s premises. 27. Landlord may waive any one or more of the Premisesthese Rules and Regulations in favor of any particular tenant or tenants, (ii) affect but no such waiver by Landlord shall be construed as a waiver of these Rules and Regulations in favor of any structural element other tenant, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all tenants of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises . 28. The word “Tenant” as used in these Rules and (d) is performed only by contractors Regulations shall mean and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of include Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premisesassigns, carpetingagents, clerks, employees, licensees, invitees, and installation of shelving visitors. The word “Landlord” as used in these Rules and display cases) inside the Premises (“Cosmetic Alterations”)Regulations shall mean and include Landlord’s assigns, provided Tenant complies with the other applicable provisions of this leaseagents, clerks, employees, licensees, invitees, and visitors. 29. Tenant’s Work shall be performedThese Rules and Regulations are in addition to, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with construed in any conditional sales way to modify, alter, or title retention agreements amend, in whole or by part, the granting terms, covenants, agreements, and conditions of any security interests, liens, encumbrances or financing statements. Tenant’s Work Lease. In the event of a conflict between these Rules and Regulations and Tenant’s Lease, the Lease shall govern. 30. Landlord reserves the right to amend these Rules and Regulations and to make such other reasonable rules and regulations as in its judgment may from time to time be deemedneeded for the safety, upon installation, to be improvements and betterments that become the property of Landlord at installationcare, and cleanliness of the Property and for the preservation of good order therein. 31. Except for reasonable, short-term periods of time (such as out-of-town business trips, etc.), Tenant shall not park any vehicles on the Property overnight or permit any of its vehicles to remain upon and be surrendered with the Premises, at the expiration Property after Tenant’s business hours; provided that any vehicle which is temporarily disabled or which cannot be moved due to inclement weather may be left at the Property for up to, but not more than, 24 hours. The parking areas are intended to function as daily business-hours parking only and not for vehicle storage. 32. Tenant shall not install any radio, television, or similar antenna or aerial, nor any loudspeaker or other device, on the roof, exterior walls, or grounds of the Term Property without the prior approval of Landlord. Jive Software EXHIBIT D GUARANTY OF LEASE (Intentionally Omitted) Jive Software EXHIBIT E JANITORIAL SERVICE The intent of these Cleaning Specifications is to identify the minimum requirements to the building neat, clean and sanitary at all times. The tasks and frequencies outlined herein are the guidelines by which the day-to-day cleaning of the facility will be directed. In no instance do they limit the duties of Facilities Services Group, its employees or its subcontractors in their obligation and commitment to maintain the sooner termination facility at an outstanding level of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights theretocleanliness on a day-to-day basis. SCOPE OF WORK: CLEANING SCHEDULE - DAILY SERVICES: 1. Empty all waste receptacles, in which case Tenant shall be obligated to remove such Tenant’s Workdepositing trash into designated containers. Replace liners as needed. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations2. Dust all furniture including desks, Tenant shallchairs, at Tenant’s expense, deliver to Landlord detailed plans tables and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed accessories. (Papers and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown folders on Tenant’s Plans is desks are not to be unreasonably withheld or delayed pursuant disturbed.) 3. Dust all exposed file cabinets, bookcases and shelves. 4. Clean, polish and sanitize all drinking fountains with approved products. 5. Low dust all horizontal surfaces to this Articlea hand height of seventy (70) inches, including xxxxx, shelves, moldings, ledges, picture frames, ducts, etc. 6. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) High dust above hand height all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andhorizontal surfaces.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, 3.1 Tenant shall not replace any fixtures in the Premises or make any changesfurnish, improvements, alterations or additions (collectively, “install and complete Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s 's Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions Lease and this Exhibit B on or before the Commencement Date, or as soon thereafter using commercially reasonable efforts to complete the work. At the time the Tenant's Work is completed, Tenant, at its sole cost and expense, shall: (a) Furnish evidence reasonably satisfactory to Landlord that all Tenant's Work has been completed and paid for in full (and such work has been reasonably accepted by Landlord), that any and all liens therefor that have been or might be filed have been discharged of this record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived, and that no security interests relating to the Tenant's Work are outstanding and provide final lien waivers from Tenant's contractor and all subcontractors whose contracts exceed $10,000.00 and a final certificate of substantial (and final) completion of the Tenant's Work. (b) Furnish to Landlord a copy of the nonresidential certificate of occupancy and all other certifications and approvals with respect to Tenant's Work that may be required from any governmental authority and/or any board or fire underwriters or similar body for the use and/or occupancy of the Premises; (c) Furnish Landlord with one (1) set of transparent reproducible final drawings of the Premises; (d) Furnish to Landlord proof of the insurance required by Article 17 of the Lease; (e) Furnish an affidavit from Tenant's Architect(s) certifying that all work performed in the Premises; has been substantially (and finally) completed in accordance with the Plans approved by Landlord; and 3.2 Tenant hereby agrees to indemnify and hold Landlord relinquishes its rights theretoharmless in accordance with the terms set forth in Section 19.2 of the Lease. 3.3 It shall be Tenant's responsibility, or CB Commercial on behalf of Tenant, to cause each of Tenant's Contractor, and subcontractors, to adhere to the rules and procedures set forth in which case Exhibit B-1 ("Tenant Contractor Requirements'), attached hereto, and the insurance requirements described in Exhibit B-2 ("Insurance Requirements'), attached hereto, and Tenant shall be obligated responsible for any violations thereof. 3.4 Prior to remove commencement of construction of the Tenant Work, Landlord shall be provided with copies of insurance certificates indicating coverages as required by Exhibit B-2 hereof are in full force and effect, copies of the Construction Contract pursuant to which Tenant's Contractor is engaged in the construction of the Tenant's Work, and AIA contractor qualification form(s) for each subcontractor. At such reasonable times as Landlord and/or any regulatory agencies deem necessary, Landlord or Landlord's agent may enter the Premises to make inspection of Tenant’s 's Work. Tenant agrees to pay for any reasonable charges levied by inspecting agencies as such charges are levied in connection with the Tenant's Work. Section 5.2 Prior to commencing any 3.5 In connection with Tenant’s Work other than purely Cosmetic Alterations's rights and obligations under this Exhibit B, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect will not unreasonably obstruct or engineer licensed to practice in the State of New York, and suitable for filing interfere with the applicable Authorityrights of, if filing or otherwise annoy or injure, other tenants at the Building. 3.6 Time is required by applicable Laws (such plans and specifications together of the essence with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed respect to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to obligations of the parties under this ArticleLease. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andEXHIBIT B-1 TENANT CONTRACTOR REQUIREMENTS ------------------------------

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), Subject to the Premisesterms of this Work Letter, other applicable provisions of this Amendment, the Real PropertyLease, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. and Landlord’s consent, which consent shall not be unreasonably withheld withheld, delayed or delayed if Tenant’s Work conditioned, Tenant may engage its own architects, engineers, consultants, general contractor and subcontractors to perform the following work: (a) is nonstructuralCertain commercially reasonable improvements (“Tenant’s Existing Premises Improvements”) to the Existing Premises in accordance with the Existing Premises Plans (as hereinafter defined), a scope of work to be mutually agreed to by Landlord and Tenant and attached hereto as Exhibit B-1 (“Tenant’s Existing Premises Work”), and a construction schedule to be mutually agreed to by Landlord and Tenant and attached hereto as Exhibit B-2 (the “Existing Premises Construction Schedule”); and (b) Certain commercially reasonable improvements (“Tenant’s New Expansion Premises Improvements”, and together with Tenant’s Existing Premises Improvements, the “Third Amendment Improvements”) to the New Expansion Premises in accordance with the New Expansion Premises Plans (as hereinafter defined), a scope of work to be mutually agreed to by Landlord and Tenant and attached hereto as Exhibit C-1 (“Tenant’s New Premises Work”, and together with Tenant’s Existing Premises Work, “Tenant’s Third Amendment Work”), and a construction schedule to be mutually agreed to by Landlord and Tenant and attached hereto as Exhibit C-2 (the “New Expansion Premises Construction Schedule”). As part of Tenant’s Third Amendment Work, Tenant shall have the right to construct any specialized facilities, provided such work does not impact the structural integrity of the Building and Landlord’s approval is obtained, which approval may not be unreasonably withheld. Such specialized facilities shall be constructed in a good and workmanlike manner and in compliance with all applicable laws, as well as all terms and conditions of Lease and this Amendment. Landlord shall not charge a fee for plan review or construction supervision to Tenant in connection with Tenant’s Third Amendment Work. (ic) affect any Tenant’s Third Amendment Work shall be performed in a good and workmanlike manner and in compliance with all applicable laws, as well as all terms and conditions of this Third Amendment and the Lease. As part of Tenant’s Third Amendment Work, Tenant’s contractor shall use commercially reasonable efforts to soundproof the Real Property Existing Premises and the New Expansion Premises and install appropriate ventilation so that Tenant’s use of the Existing Premises and the New Expansion Premises shall not result in unreasonable noise and/or odors being transmitted outside the of such space. Prior to commencing Tenant’s Existing Premises Work, Tenant shall deliver to Landlord the plans (including the Building roof) or the exterior “Existing Premises Plans”), as described on Exhibit B-3 attached hereto, detailing Tenant’s Existing Premises Work, and obtain Landlord’s approval of the Premisessame. Prior to commencing Tenant’s New Expansion Premises Work, Tenant shall deliver to Landlord the plans (ii) affect any structural element the “New Expansion Premises Plans”, and together with the Existing Premises Plans, the “Third Amendment Plans”), as described on Exhibit C-3 attached hereto, detailing Tenant’s New Expansion Premises Work, and obtain Landlord’s approval of the Building, (iii) adversely affect any Building system, or (iv) require an amendment same. Landlord’s approval of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval Third Amendment Plans shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Existing Premises Work or Tenant’s New Expansion Premises Work, respectively, Tenant shall shall, (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority state, federal or municipal governing body for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Third Amendment Work, andand (ii) commercial general liability insurance on a primary and non-contributory basis with a limit of liability approved by Landlord, and with contractual liability coverage, naming Landlord, Landlord’s managing agent, Landlord’s property manager and any designated mortgagee of the Building as additional insureds, and (iii) builders risk insurance for the full value of Tenant’s Third Amendment Work performed by such contractor and subcontractor. Notwithstanding anything contained herein to the contrary, the foregoing conditions are intended to be separate and apart with respect to each portion of Tenant’s Third Amendment Work and Tenant may commence either Tenant’s Existing Premises Work or Tenant’s New Expansion Premises Work when the foregoing conditions are met with respect to the applicable space regardless of whether the conditions have been met with respect to the other. Where more than one type of material or structure is indicated on the Third Amendment Plans approved by Landlord, the option will be with Tenant’s reasonable discretion. (d) Any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of Tenant’s Third Amendment Work and inspection of Tenant’s Third Amendment Work, including outside experts retained by Landlord for that purpose shall be included in the Existing Premises TI Allowance or the New Expansion Premises TI Allowance, as applicable. Landlord’s consent to Tenant’s Third Amendment Work and Landlord’s approval of the Third Amendment Plans shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this Third Amendment and the Lease, and shall not constitute any representation or warranty by Landlord regarding the adequacy for any purpose of Tenant’s Third Amendment Work or the Third Amendment Plans or their compliance with applicable law, and shall not relieve Tenant from obtaining Landlord’s express written approval to revisions thereto. Promptly after completion of Tenant’s Existing Premises Work and Tenant’s New Expansion Premises Work, respectively, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all sign-offs, letters of completion, approvals and certificates of any government authority required upon the completion of such work and “as-built” plans and specifications for such work prepared as reasonably required by Landlord. (e) If, in connection with Tenant’s Third Amendment Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation of any applicable law, is filed against Landlord or all or any part of the Building or Property (as such term is defined in Section 1.15 of the Lease), Tenant shall, at Tenant’s expense, have such lien removed by bonding or otherwise within thirty (30) days after Tenant receives notice of the filing. (f) All construction managers, contractors and subcontractors performing work for which a license is required by applicable laws, shall be licensed by the appropriate government authorities and approved by Landlord, which approval shall not be unreasonably withheld or delayed. Landlord’s approval of such construction managers, contractors and subcontractors shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this Third Amendment and the Lease, shall not constitute any warranty by Landlord regarding the adequacy, professionalism, competence or experience of the approved construction manager, contractor, or subcontractor, and shall not relieve Tenant from obtaining Landlord’s express prior written approval if Tenant seeks to employ any other or additional construction manager, contractor or subcontractor. Tenant may choose, in its sole discretion, to contract with contractors and subcontractors that use union or non-union labor, subject to Landlord’s reasonable approval. Promptly following completion of the Tenant’s Existing Premises Work and Tenant’s New Expansion Premises Work, respectively, Tenant shall furnish to Landlord lien waivers and releases, in form reasonably satisfactory to Landlord, from all construction managers, contractors, subcontractors, and materialmen furnishing work, services or materials in connection with such work. If Landlord employs an architect or base building contractor, such architect or base building contractor shall cooperate with Tenant for the completion of Tenant’s Third Amendment Work. (g) At Tenant’s request, Landlord shall join in any applications for any authorizations required from any government authority in connection with Tenant’s Third Amendment Work to which Landlord has consented, and otherwise cooperate with Tenant in connection with Tenant’s Third Amendment Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. (h) Tenant shall not place a load on any floor of the Existing Premises or the New Expansion Premises exceeding the floor load per square foot placed on any portion of the Existing Premises prior to the date hereof and which is allowed by any applicable laws. (i) Tenant shall be liable for any damage caused to any part of the Building, including its fixtures and equipment, arising from, or as a result of, Tenant’s Third Amendment Work. If Tenant performs with Landlord’s approval any work on the roof of the Building (for example, in connection with repair, maintenance, or installation of any air conditioning system), Tenant shall use only a contractor approved by Landlord for such work and shall not do or cause anything to be done which would invalidate Landlord’s then effective roof warranty for the Building. Tenant shall also be responsible for promptly repairing (including any necessary replacement) any damage to the roof or Building caused by such work; provided that Landlord may, at its option, upon seven (7) business days’ written notice to Tenant, complete any such repair or replacement, in which event Tenant shall reimburse Landlord for all actual and reasonable out-of-pocket costs incurred by Landlord in connection therewith within thirty (30) days after Tenant is billed therefor. (j) On or before the expiration or earlier termination of the Lease, Tenant shall, at Tenant’s expense, remove from the Building (a) all Tenant’s Third Amendment Improvements which Landlord designates for removal in a notice given by Landlord to Tenant at the time of Landlord’s approval of the plans for such Third Amendment Improvements, and (b) Tenant’s trade fixtures, equipment and personal property which are removable without material damage to the Resulting Premises or the Building (“Tenant’s Third Amendment Property”). Tenant shall repair any damage to the Premises, and/or the Property, caused by the installation or removal of Tenant’s Third Amendment Property, signs or Tenant’s Third Amendment Improvements. Except as expressly provided in this Section, Tenant’s Third Amendment Improvements shall not be removed. Any Tenant’s Third Amendment Property or Tenant’s Third Amendment Improvements that Tenant was required to remove and which are not removed by Tenant by the expiration or earlier termination of the Lease shall be deemed abandoned and may, at Landlord’s option, be retained as Landlord’s property or disposed of by Landlord at Tenant’s expense.

Tenant’s Work. Section 5.1 Except as Tenant may be expressly provided in this lease, Tenant shall not replace undertake any fixtures in work it desires on the Building or on the Premises (not including any enlargement of the Building or make any changes, improvements, alterations or additions creation of additional structures on the Land outside of the Building) (collectively, herein referred to as “Tenant’s Work”), at its expense, and in a good and workmanlike manner in accordance with “Plans and Specifications” (as hereinafter defined) which have been prepared at Tenant’s expense and which have Landlord’s written approval prior to the Premisescommencement of Tenant’s Work, the Real Propertysuch approval not to be unreasonably withheld. Among other items, the Building Landlord’s review of said Plans and Specifications may include potential impact on, and potential upgrades required to, base building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent approval of Tenant’s Plans and Specifications, if given, shall not be unreasonably withheld deemed or delayed if construed as a representation by Landlord that said Plans and Specifications comply with applicable law, or are adequate or appropriate for Tenant’s Work requirements. Further, Landlord’s approval of Tenant’s Plans and Specifications, if given, may be conditioned upon Tenant payment for upgrades to base building systems required or necessitated by Tenant’s Work, or upon a requirement that all or a portion of the Premises be separately metered or check metered for water or electrical consumption, or upon such other reasonable conditions as Landlord may impose. All of the foregoing work and all work Tenant may undertake pursuant to Sections V (a) is nonstructuralb), and VI (b) does not and XIII of this Lease shall be done in accordance with all laws, rules, regulations and ordinances applicable thereto, including, if necessary, compliance with the Americans With Disabilities Act, as amended from time to time, and the acquisition by Tenant of a Building Permit from the municipal department having jurisdiction, if required. Tenant agrees to employ for any work it may do of a material nature pursuant to Section V (ib), VI (b) affect any part and XIII of the Real Property outside this Lease, one or more responsible contractors or skilled in-house maintenance personnel. Tenant shall require all contractors employed by Tenant to carry Worker’s Compensation Insurance in accordance with statutory requirements and to carry Commercial General Liability Insurance and Automobile Liability Insurance covering such contractors in or about the Premises (including and the Building roofin amounts not less than Two Million Dollars ($2,000,000) combined single limits for property damage, for injury or death of more than one person in a single accident, and to submit certificates of insurance evidencing such coverage to Landlord prior to commencement of such work, which name Landlord as an additional insured thereunder as its interest may appear. Landlord may, during the exterior term of this Lease, increase the Premisesminimum insurance amount to such number as may be commercially reasonable under the then current circumstances. Tenant agrees to indemnify and hold harmless Landlord and its management agent from all claims, (ii) affect any structural element actions, demands and causes of the Building, (iii) adversely affect any Building system, actions occasioned by Tenant’s contractors being on or (iv) require an amendment of the certificate of occupancy for about the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of from Tenant’s Work contractors performing work in the Premises, including, but not limited to, any claims, actions, demands or causes of action asserted by any other tenants in the Building against Landlord as are cosmetic alterations (such as painting a result of breach of covenant of quiet enjoyment. All contractors, subcontractors, mechanics, laborers, materialmen, and others who perform any work, labor or services, or furnish any materials, or otherwise participate in the interior improvement of the Premises, carpetingshall be and are hereby given notice that Tenant is not authorized to subject Landlord’s interest in the Premises or the Building to any claim for mechanics’, laborers’ and materialmen’s liens, and installation of shelving and display cases) inside all persons dealing directly or indirectly with Tenant may not look to the Premises (“Cosmetic Alterations”), provided Tenant complies with or the other applicable provisions of this leaseBuilding as security for payment. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises save Landlord harmless from and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interestsagainst all expenses, liens, encumbrances claims or financing statements. Tenant’s Work shall be deemed, upon installation, damages to be improvements and betterments that become the either property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration or person which may or might arise by reason of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations making of any Authority for such workadditions, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlordimprovements, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andalterations and/or installations.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in cause its architect and/or engineer to prepare “Tenant’s Plans” for the initial improvements to be constructed on the Premises by Tenant for Landlord’s review and commercially reasonable approval, which approval shall not be unreasonably withheld, conditioned or make any changesdelayed. If Tenant’s Plans are not approved or rejected within ten (10) business days of delivery, improvementsTenant’s Plans shall be deemed approved. Once the Tenant’s Plans are approved (“Tenant’s Approved Plans”), alterations or additions the improvements to be constructed in accordance therewith are referred to herein as the “Initial Improvements”. Following the preparation and approval of Tenant’s Approved Plans, Tenant, at its sole cost and expense, subject to the Allowance (collectivelydefined below), shall construct the Initial Improvements in a good and workmanlike manner substantially in accordance with Tenant’s Approved Plans (“Tenant’s Work”), and obtain all necessary permits in connection with Xxxxxx’s Work. Prior to the Premisescommencement of the Initial Improvements, Tenant shall deliver to Landlord the Real Propertycontractor’s name, the Building systemsstate license number, or any part thereofa certificate of liability insurance naming Landlord and, without at Landlord’s option, Xxxxxxxx’s prior consentmortgagee as an additional insured. Landlord’s consent or comments on any such plans shall not be unreasonably withheld deemed an express or delayed if implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any laws, ordinances, or building codes. Tenant will, during the Term of this Lease, indemnify, protect, defend and hold Landlord and the Indemnified Parties (defined above), and the Premises harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys’ fees and costs, incurred as a result of any defects in design, materials or workmanship resulting from Xxxxxx’s Work or any other alterations, improvements, or modifications to the Premises. Notwithstanding anything to the contrary herein, Tenant shall be responsible at Tenant’s Work (a) is nonstructuralsole cost and expense for all work, construction and (b) does not (i) affect any part of the Real Property outside installation in the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is but not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect limited to such of all Tenant’s Work and all fixtures, furniture, equipment and other office installations), subject to the Allowance. For the avoidance of doubt, and to ensure clarity, this Lease is a ground lease and Tenant shall be responsible for constructing the Building on the Property as are cosmetic alterations (such as painting the interior part of the Premises, carpeting, Initial Improvements. The Building and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the all other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be affixed improvements and betterments that structures on the Property shall become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration end of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkLease. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changesalterations, improvementsinstallations, alterations additions or additions (collectively, “Tenant’s Work”), other changes to the Premises, the Real PropertyBuilding, the Building systems, or any part thereofthereof (collectively, "Tenant's Work"), without Xxxxxxxx’s Landlord's prior consentwritten consent in each instance, which may be withheld in Landlord's sole discretion. However, if Tenant's Work consists solely of the painting, carpeting or decorating of the Premises and will cost less than $10,000 in the aggregate, then Landlord’s 's consent shall not be unreasonably withheld required, provided (i) Tenant gives Landlord 10 days prior notice of such Tenant's Work (with reasonable details of the work to be performed), and (ii) all of the other applicable provisions of this lease shall apply. Any Tenant's Work consented to by Landlord (or delayed if Tenant’s Work permitted by the immediately preceding sentence) shall (a) is nonstructural, and (b) does not (i) affect any part of the Real Property Building outside the Premises (including the Building roof) or the exterior of the Premises, (ii) adversely affect any structural element of the Building, Building (iii) adversely affect any Building system, or (ivb) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is be performed only by contractors and or subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpetingLandlord, and installation of shelving and display cases(c) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s 's expense, with diligence when started so as to promptly complete it in a good and worker-like professional manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as any plans therefor approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing If, in connection with any act or omission of Tenant or Tenant’s Work 's employees, agents or contractors, a mechanic's lien, other than purely Cosmetic Alterationsencumbrance or violation is filed against Landlord, or any part of the Premises, the Building or Tenant's Work, Tenant shall, at Tenant’s 's expense, deliver to Landlord detailed plans and specificationshave it removed within 30 days after Tenant receives notice of the filing. Tenant shall not employ, for Tenant’s Workor permit the employment of, any contractor, subcontractor or other worker in the Premises if such employment shall, in form reasonably satisfactory to Landlord's reasonable judgment, preparedinterfere or cause conflict with other contractors, certified, signed and sealed by an architect subcontractors or engineer licensed to practice workers in the State of New YorkBuilding. Tenant shall immediately stop work or other activity if Landlord notifies Tenant that continuing such work or activity would violate Landlord's union contracts affecting the Building, and suitable for filing or create any work stoppage, picketing, labor disruption or dispute or any interference with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together business of Landlord or any tenant or occupant of the Building. Section 5.3 Subject to Section 1.9 with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed respect to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown Furniture, on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Workbefore the Expiration Date, Tenant shall shall, at Tenant's expense, remove from the Premises and the Building (a) obtain Tenant's trade fixtures, equipment and personal property which are removable without material damage to the Premises or the Building (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work"Tenant's Property"), and (b) deliver to Landlord such security as shall be reasonably satisfactory to at the request of Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and's Work performed by Tenant.

Tenant’s Work. Section 5.1 Except (i) Subject to the provisions of this Paragraph 3 and subject to the terms of Paragraphs 7 and 8 below regarding Landlord's disbursement of the “Allowance” and the “Space Plan Allowance” as therein provided, Tenant shall, at its sole cost and expense, perform such other work to or at the Additional Premises as may be expressly provided in this lease, necessary or desired by Tenant shall not replace any fixtures in to improve the Additional Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this leaseoccupancy, all Laws subject to and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of the Lease, including, without limitation, the provisions of Article Nine of the Original Lease. All work referred to in this Article subparagraph which is constructed within a period of two (2) years after the Turnover Date is hereinafter referred to as “Tenant's Work” (it being understood that Landlord relinquishes its rights thereto, in which case Tenant shall continue to have the right to perform work to or at the Additional Premises following such two year period, provided that such work shall not constitute “Tenant's Work” for purposes hereof, and shall instead be obligated to remove performed in accordance with all terms and requirements of the Lease governing Tenant alteration work, including the provisions of Article Nine of the Original Lease). Tenant, at Tenant's option, may retain Landlord as construction manager for all or any portion of such Tenant’s 's Work. Section 5.2 Prior , if Landlord agrees to commencing any perform such construction management services. In the event that Tenant elects to retain Landlord as construction manager and Landlord agrees to perform such construction management services, Tenant and Landlord shall enter into a mutually acceptable construction management agreement (with construction management fees payable to Landlord in the amount of 3% of the “hard” construction costs of the Tenant’s Work 's Work). In the event Tenant does not elect to engage Landlord as construction manager, then Tenant shall have the right to retain its own general contractor and/or other than purely Cosmetic Alterationscontractors for construction of Tenant's Work, which general contractor and/or other contractors shall be subject to Landlord's approval (not to be unreasonably withheld), as provided in Article Nine of the Original Lease. Tenant shall, in any event, pay or reimburse Landlord for any out-of-pocket costs actually incurred by Landlord in connection with third-party consultant review of the structural and mechanical, electrical and plumbing aspects of the Tenant's Work and/or the plans and specifications therefor (i.e., structural or MEP engineering review), provided that Tenant does not employ Landlord's designated engineer in connection therewith. Tenant hereby acknowledges and agrees that, in connection with the Tenant's Work, Tenant and any and all contractors performing Tenant's Work shall comply, in all material respects, with Landlord's “Tenant Design and Construction Manual”, a copy of the current version of which having heretofore been made available to Tenant for review (it being understood that Landlord may hereafter revise and/or update said “Tenant Design and Construction Manual” from time to time [herein, in each instance, the “Revised and Finalized Construction Manual”] and Tenant shall comply with each such Revised and Finalized Construction Manual so long as any material changes from the version thereof heretofore made available to Tenant are reasonable and are uniformly imposed, in general, upon other tenants performing construction work at the Building). Tenant’s expense's Work shall be performed, deliver in any event, only in accordance with the terms and conditions of the Lease, including the provisions of Article Nine of the Original Lease. (ii) Without limitation of the requirement of Article Nine of the Original Lease that plans and specifications shall be subject to Landlord's approval, prior to the commencement of Tenant's Work, Tenant shall submit to Landlord for Landlord's approval full and detailed architectural and engineering plans and specifications for any Tenant's Work. In the event Tenant elects to employ an engineer designated by Landlord in the preparation of any portion of the plans, or for the performance of any portion of any Tenant's Work, Tenant shall employ and be responsible for all fees of said engineer in preparing the plans or portion thereof and for any portion of Tenant's Work performed by said engineer. In the event Tenant has elected not to employ Landlord's designated engineer in the preparation of the plans, Landlord reserves the right to have the structural and mechanical, electrical and plumbing portions of the plans reviewed by Landlord's designated engineer, and Tenant shall pay or reimburse Landlord for any out-of-pocket expenses actually incurred by Landlord for such review. Landlord's approval shall be required of engineering plans and specifications, for Tenant’s Work, in form reasonably satisfactory to whether prepared by Landlord, prepared, certified, signed and sealed by an architect 's designated engineer or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plansanother engineer. Xxxxxxxx’s approval of Xxxxxx’s Plans Tenant shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages permit noise from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance construction of any Tenant’s Work, and's Work to unreasonably or materially disturb other tenants in the Building. Tenant's Work which does so disturb other tenants shall be performed after regular working hours.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leasei. Subject to the provisions of Articles 3, 6l and 64 hereof, Tenant shall perform or cause the performance of Alterations in and to the Demised Premises to prepare same for Tenant's occupancy thereof including, but not replace any fixtures in limited to, installation of all interior plumbing, and lighting fixtures, ceiling treatments, interior partitions, window treatments, floor and wall coverings, distribution of electric (Owner shall provide 6 xxxxx per rentable square foot connected load exclusive of HVAC) and distribution of HVAC (Owner shall provide perimeter HVAC) ("Tenant's Initial Alteration") and all furniture, furnishings and equipment to adapt the Premises or make any changesfor the Permitted Use. All materials used in connection with Tenant's Initial Alteration shall be new and first quality. Tenant shall submit to Owner detailed architectural, improvementsmechanical and engineering plans and specifications showing Tenant's Initial Alteration, alterations or additions (collectivelywhich shall be prepared by Tenant, “at Tenant’s Work”)'s expense, and to the Premisesextent not pre-approved shall be submitted to Owner on or before ten days after the date hereof for Owner's approval. The plans and specifications, as approved by Owner, are hereinafter referred to as the Real Property"Final Plans", and shall be deemed an authorization by Owner for Tenant to proceed after the Building systemsCommencement Date or such earlier date as Owner may permit Tenant to have access to the Premises for Tenant's Initial Alteration, which shall be performed by Owner (pursuant to Paragraph ii below) or any part thereof, without Xxxxxxxx’s prior consentby contractors reasonably approved by Owner and otherwise in accordance with the terms of this Lease. Landlord’s consent The approval of the Final Plans by Owner shall not be unreasonably withheld deemed to create any liability on the part of Owner with respect to the design or delayed if Tenant’s Work (a) is nonstructuralspecifications set forth in the Final Plans or an acknowledgment on the part of the Owner that the Final Plans are in compliance with all applicable governmental laws, rules and regulations. ii. Within 30 days after approval by Owner of the Final Plans, and providing that Tenant has not already engaged Owner to perform the work, Tenant shall deliver to Owner a proposal by one or more contractors reasonably approved by Owner. Owner shall have the right, by notice given to Tenant within 30 days after receipt of such proposal, to elect to perform Tenant's Initial Alteration upon the terms set forth in Contractor's Proposal. Upon such election, Owner and Tenant shall enter into an agreement for the performance of Tenant's Initial Alteration upon such terms. iii. In the event that Owner elects to perform Tenant's Initial Alteration, Owner shall pay a portion of the total construction cost thereof (bincluding only hard construction costs, materials incorporated in Tenant's Initial Alteration, filing and other government al fees and charges, but not including costs of furniture, furnishings and decorative items) (the "Initial Alteration Cost") equal to Owner's Contribution (as defined below), as verified by Tenant through provision of receipted invoices (or such other proof of payment as Tenant sha1l reasonably require). iv. In the event that Owner does not elect to perform Tenant's Initial Alteration, Owner shall reimburse Tenant for a portion of the cost of Tenant's Initial Alteration, as approved by Owner and made by Tenant, in the amount of Owner's Contribution. Provided this Lease is then in full force and effect and Tenant is not in default hereunder beyond any applicable notice and grace period and Tenant has opened the Premises for business to the public, Owner shall pay Owner's Contribution to Tenant, less any amounts deducted therefrom pursuant to Subsection (v), within thirty (30) days after satisfactory completion of Tenant's Initial Alteration and submission by Tenant of (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises"as-built" drawings showing Tenant's Initial Alteration, (ii) affect any structural element a detailed breakdown of the BuildingTenant's final and total construction costs, together with receipted invoices (or such other proof of payment as Owner shall reasonably require) showing payment thereof, (iii) adversely affect a written statement from Tenant's architect or engineer that the work described on any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant invoices has been completed in accordance with the provisions Pinal Plans, (iv) all required AIA forms, supporting final lien waivers and releases executed by the general contractor and all major subcontractors employed by Tenant in connection with Tenant's Initial Alteration, (v) a copy of a certificate of occupancy or amended certificate of occupancy required in respect of the Premises. v. Tenant shall pay all of Owner's reasonable out-of-pocket costs incurred in connection with Tenant's Initial Alteration, consisting of up to $500 for each engineering, or other outside consulting fee incurred by or on behalf of Owner for the review and approval of Tenant's Final Plans and for approval of construction of Tenant's Initial Alteration. Owner, at its option, may deduct such costs from Owner's Contribution. vi. For the purposes of this Article that Landlord relinquishes its rights theretoLease, in which case Tenant "Owner's Contribution" shall be obligated mean $63,760 [$20.00 per square foot] [subject to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shallverification of square footage], at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not 's election to be unreasonably withheld applied against the cost of construction (if performed by Owner) or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andagainst Rent otherwise owing.

Tenant’s Work. Subject to the terms of this Section 5.1 Except as may 3.2.1, other applicable provisions of this Lease and Landlord’s consent, which consent shall not be expressly provided in this leaseunreasonably withheld, delayed or conditioned, Tenant may engage its own architects, engineers, consultants, general contractor and subcontractors to perform certain commercially reasonable improvements to (i) the 18 Cxxxxx Premises (the “18 Cxxxxx Tenant Improvements”) and (ii) the 14 Cxxxxx Premises (the “14 Cxxxxx Tenant Improvements, and together with the 18 Cxxxxx Tenant Improvements, the “Tenant Improvements”) in accordance with plans and specifications first approved by Landlord, which approval shall not replace any fixtures in be unreasonably withheld, conditioned or delayed (the Premises or make any changes“Tenant’s 18 Cxxxxx Work” and the “Tenant’s 14 Cxxxxx Work”, improvementsrespectively, alterations or additions (and collectively, the “Tenant’s Work”). The entire Tenant’s Work shall be performed in a good and workmanlike manner and in compliance with all applicable laws, and Tenant and Tenant’s architects, engineers, consultants, general contractor and subcontractors shall perform such Tenant’s Work in compliance with all reasonable rules and regulations adopted by Landlord from time to time. The Tenant’s 18 Cxxxxx Work and the Tenant’s 14 Cxxxxx Work, as applicable, shall each be deemed to be “Substantially Complete” with respect to the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, on the date that all of the Tenant’s 18 Cxxxxx Work or the Tenant’s 14 Cxxxxx Work, as applicable, has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, and which can be completed or remedied after Tenant takes possession of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, without causing material interference to Tenant’s use and occupancy of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable. Tenant shall obtain a certificate of occupancy with respect to the 18 Cxxxxx Premises and the 14 Cxxxxx Premises, as applicable, as issued by the applicable governing authority, and shall deliver such certificate of occupancy with respect to the 18 Cxxxxx Premises and the 14 Cxxxxx Premises, as applicable, to Landlord once received. As part of any such Tenant’s Work, Tenant shall use commercially reasonable efforts to minimize noise and/or odors being transmitted outside the 18 Cxxxxx Premises and the 14 Cxxxxx Premises. Prior to commencing any such Tenant’s Work, Tenant shall deliver to Landlord any such plans and obtain Landlord’s approval of the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentsame. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part approval of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval such plans shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing any such Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority state, federal or municipal governing body for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any the Tenant’s Work, and(ii) commercial general liability insurance on a primary and non-contributory basis with a limit of liability approved by Landlord, and with contractual liability coverage, naming Landlord, Landlord’s managing agent, Landlord’s property manager and any designated mortgagee of the 18 Cxxxxx Building and 14 Cxxxxx Building as additional insureds, and (iii) builders risk insurance for the full value of the Tenant’s Work performed by such contractor and subcontractor. (a) Any reasonable out-of-pocket expenses incurred by Landlord in connection with Landlord’s review of any such plans and inspection of any such Tenant’s Work, including outside experts retained by Landlord for that purpose, shall be included in the 18 Cxxxxx TI Allowance or the 14 Cxxxxx TI Allowance (as each term is hereinafter defined), as applicable. Landlord’s consent to the Tenant’s Work and Landlord’s approval of any such plans shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this Lease, and shall not constitute any representation or warranty by Landlord regarding the adequacy for any purpose of the Tenant’s Work or any such plans or their compliance with applicable law, and shall not relieve Tenant from obtaining Landlord’s express written approval to revisions thereto. Promptly after Substantial Completion of the Tenant’s 18 Cxxxxx Work and the Tenant’s 14 Cxxxxx Work, as applicable, with respect to the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, Tenant shall, at Tenant’s expense, obtain and deliver to Landlord copies of all sign-offs, letters of completion, approvals and certificates of any government authority required upon the completion of the Tenant’s 18 Cxxxxx Work and the Tenant’s 14 Cxxxxx Work, as applicable (including any required amendments to the certificate of occupancy for the 18 Cxxxxx Premises, 14 Cxxxxx Premises, 18 Cxxxxx Building and/or the 14 Cxxxxx Building) and “as-built” plans and specifications for the Tenant’s Work prepared as reasonably required by Landlord. (b) If, in connection with any such Tenant’s Work or any other act or omission of Tenant or Tenant’s employees, agents or contractors, a mechanic’s lien, financing statement or other lien or violation of any applicable law, is filed against Landlord or all or any part of the 18 Cxxxxx Building, 14 Cxxxxx Building or Property, Tenant shall, at Tenant’s expense, have such lien removed by bonding or otherwise within thirty (30) days after Tenant receives notice of the filing. (c) All construction managers, contractors and subcontractors performing work for which a license is required by applicable laws, shall be licensed by the appropriate government authorities and approved by Landlord, which approval shall not be unreasonably withheld or delayed. Landlord’s approval of such construction managers, contractors and subcontractors shall be without liability to or recourse against Landlord, shall not release Tenant from its obligations to comply strictly with the provisions of this Lease, shall not constitute any warranty by Landlord regarding the adequacy, professionalism, competence or experience of the approved construction manager, contractor, or subcontractor, and shall not relieve Tenant from obtaining Landlord’s express prior written approval if Tenant seeks to employ any other or additional construction manager, contractor or subcontractor. Promptly following Substantial Completion of the Tenant’s 18 Cxxxxx Work and the Tenant’s 14 Cxxxxx Work, as applicable, with respect to the 18 Cxxxxx Premises or the 14 Cxxxxx Premises, as applicable, Tenant shall furnish to Landlord lien waivers and releases, in form reasonably satisfactory to Landlord, from all construction managers, contractors, subcontractors, and materialmen furnishing work, services or materials in connection with such Tenant’s Work. (d) At Tenant’s request, Landlord shall join in any applications for any authorizations required from any government authority in connection with any such Tenant’s Work to which Landlord has consented, and otherwise cooperate with Tenant in connection with any such Tenant’s Work, but Landlord shall not be obligated to incur any expense or obligation in connection with any such applications or cooperation. (e) Tenant shall not place a load on any floor of the 18 Cxxxxx Premises or the 14 Cxxxxx Premises exceeding the floor load per square foot which the floor was designed to carry and which is allowed by any applicable laws. (f) Tenant shall be liable for any damage caused to any part of the 18 Cxxxxx Building or the 14 Cxxxxx Building, including its fixtures and equipment, arising from, or as a result of, any such Tenant’s Work and/or its installation and/or removal of its signs. If Tenant performs with Landlord’s approval any work on the roof of the 18 Cxxxxx Building or the 14 Cxxxxx Building (for example, in connection with repair, maintenance, or installation of any air conditioning system), Tenant shall use only a contractor reasonably approved by Landlord for such work and shall not do or cause anything to be done which would invalidate Landlord’s then effective roof guaranty for the 18 Cxxxxx Building or 14 Cxxxxx Building. Tenant shall also be responsible for promptly repairing (including any necessary replacement) any damage to the roof or the 18 Cxxxxx Building or the 14 Cxxxxx Building caused by such work; provided that Landlord may, at its option, effect any such repair or replacement, in which event Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith within fifteen (15) days after Tenant is billed therefor. (g) For the purposes of clarity, and notwithstanding anything to the contrary contained herein, Tenant shall not be required to remove any 18 Cxxxxx Tenant Improvements upon the 18 Cxxxxx Expiration Date or sooner termination of this Lease, and Landlord and Tenant hereby acknowledge and agree that any and all such 18 Cxxxxx Tenant Improvements shall remain with the Premises and shall be deemed to be Landlord’s property upon the 18 Cxxxxx Expiration Date or sooner termination of this Lease. (h) Any increase in costs and expenses caused by changes to the description of any such Tenant’s Work as a result of any request by Tenant, subject to Landlord’s approval in Landlord’s sole discretion, shall be borne solely by Tenant.

Tenant’s Work. Section 5.1 Except Tenant shall coordinate, contract, finance and construct additional improvements to the Premises at Tenant’s sole cost and expense, except as may be expressly provided set forth in subparagraph (vi) of this leasesection, including preparation of all necessary plans and drawings, under the following conditions: (i) Prior to commencement of construction of the tenant improvements, Tenant shall not replace any fixtures forward to Landlord, for Landlord’s approval, copies of the proposed plans and specifications of the proposed work. Landlord agrees that HVAC replacement shall be an acceptable use of the Allowance (as defined in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”Section 4(vi) below), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, approval of said plans and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval specifications shall not be unreasonably withheld or delayed. (ii) Prior to commencement of construction of the tenant improvements, Tenant shall forward to Landlord names and addresses of all contractors and subcontractors which will be working in or on the Premises, and Tenant will post notices in content and locations on the Premises acceptable to Landlord notifying contractors and subcontractors that work performed on the Premises is not lienable. (iii) Tenant shall be responsible for ensuring that all work complies with the approved plans and specifications and applicable laws, codes, ordinances, regulations and the like (collectively, “Building Requirements”). Xxxxxxxx’s consent ; provided Tenant shall not be required with respect to such responsible for the cost of Tenantremedying any non-compliance of Landlord’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans Improvements (as defined in Section 5.21.3 of the Lease). (iv) as Landlord shall have no responsibility for the quality, maintenance, repair or replacement of the tenant improvements. (v) Tenant shall indemnify, defend (with counsel reasonably approved by Landlord. As part ), and hold Landlord harmless from and against any and all claims, causes of action, damages or expenses (including, without limitation, mechanic’s liens) arising out of, by reason of, or as a result of Tenant’s Work, Tenant shall soundproof the Premises construction and install appropriate ventilation if required so that Tenant’s use installation of the Premises shall tenant improvements. (vi) Landlord agrees to provide Tenant an amount not result in noise and/or odors being transmitted outside to exceed $200,000.00 (the Premises. Tenant’s Work shall “Allowance”) to be fully paid for applied against the actual costs incurred by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by in making the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, tenant improvements to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at subject to the expiration following terms and conditions. A condition precedent of Landlord’s obligation to pay the Allowance to Tenant shall be that Tenant has first paid for the entire cost of the Term (or tenant improvements in excess of the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant Allowance and demonstrated the same to Landlord’s reasonable satisfaction in accordance with the provisions following procedures. Upon completion of this Article that Landlord relinquishes its rights theretothe tenant improvements, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specificationsthe following documentation, for Tenant’s Work, all in form reasonably satisfactory and content acceptable to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall : (a) obtain (a sworn construction statement signed by Tenant and deliver to Landlord copies of) all required permits the general contractor confirming the total cost of labor and authorizations of materials provided for the tenant improvements, including a cost breakdown by subcontractor or cost type including any Authority for such work, and change orders; (b) deliver a copy of the construction contract and all change orders and amendments thereto, if any, relative to Landlord such security as shall be reasonably satisfactory to Landlord, the tenant improvements; and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing original unconditional lien waivers verifying that Tenant has paid for the following insurance coverages from each contractor and subcontractor: total cost of the tenant improvements less the Allowance. Upon the later of (i) worker’s compensation insurance covering ten (10) days of receipt of such documentation, or (ii) the date Tenant takes occupancy of the Premises and pays Landlord the first monthly installment of Rent, Landlord agrees to pay all persons or such part of the Allowance as applicable directly to be employed in the performance of any Tenant’s Work, andgeneral contractor. It shall be a condition precedent of Landlord’s obligation to pay the Allowance that this Lease is in full force and effect and Tenant is not in default under any of the terms of this Lease.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (a) Tenant shall not replace any fixtures in complete all work to prepare the Premises or make any changesfor Tenant’s use and occupancy, improvementsat Tenant’s sole cost, alterations or additions in accordance with the plans and specifications approved by Landlord (collectively, “Tenant’s Work”), to which shall specifically include, but not be limited to, slab work and the installation of a sprinkler system with the riser room located within the Premises, rooftop mechanical equipment for Tenant’s freezer, rooftop HVAC system and rooftop satellite dishes, if any, subject to the Real PropertySatellite Dish or Antenna requirements in Paragraph 52 below. Tenant shall have access to the rooftop of the Premises without being charged a rooftop access fee by Landlord. Tenant shall equip the Premises with all furniture, fixtures, and equipment necessary for the Building systemsoperation of Tenant’s business. Within 20 days from and including the Effective Date, Tenant shall submit to Landlord for approval, complete construction plans and specifications, prepared by licensed architects and engineers previously approved in writing by Landlord, describing Xxxxxx’s Work in CAD file format. Tenant shall not commence any construction in the Premises until Landlord has approved Tenant’s plans such approval not to be unreasonably withheld, conditioned or delayed. Within five business days from and including the date Landlord approves Tenant’s plans, Tenant shall use commercially reasonable efforts to apply for all permits, approvals, and licenses necessary for Tenant to perform Tenant’s Work and operate Tenant’s Permitted Use in the Premises (the “Permits”). Tenant thereafter shall pursue approval of the Permits with all continuity, diligence, and dispatch. Tenant shall provide Landlord with copies of all permit applications and other government filings contemporaneous with submitting the same to the applicable governmental authority. Landlord shall provide full reasonable cooperation to Tenant with applicable authorities in connection with obtaining and renewing any part thereofpermits, and any reporting requirements for the operation of Tenant’s business. If the Permits are not issued by the 150th day from and including the Effective Date of this Lease, then Landlord may, upon notice to Tenant, elect either to (i) terminate this Lease at any time thereafter; or (ii) pursue any such open permit on Xxxxxx’s behalf at Tenant’s cost for a period of sixty (60) days; and Tenant shall cooperate with Landlord in such efforts; provided, however, in the event Landlord is unable to obtain the Permits during such 60 day period, Tenant may terminate this Lease, after expiration of the 60 day period. Once the Permits are available to be picked-up, Tenant promptly shall pick-up such Permits, retain a contractor, commence and complete Tenant’s Work, obtain a certificate of occupancy, and open for business. Upon receipt of Tenant’s permits, Tenant shall retain a contractor, commence and complete Tenant’s Work, obtain a certificate of occupancy, and open for business as set forth in this Lease. For Construction Allowance, See, Rider Section 47. (b) The following shall apply whenever Xxxxxx is performing work in/at the Premises, including Xxxxxx’s Work: Tenant shall not perform any other work in or outside the Premises during the Term without Xxxxxxxx’s prior consent. Landlord’s consent shall such consent not to be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwithheld, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld conditioned or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work All work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it performed in a good and worker-like workmanlike manner using new materials of first class quality and in compliance with this leaseapplicable laws, building codes, and safety standards/regulations. Tenant shall pursue completion of such work with all Laws continuity, diligence, and dispatch. Landlord shall have the right to enter the Premises at reasonable times to inspect Tenant’s Plans (work. Xxxxxxxx’s approval of any plans and consent to perform the work described therein shall not constitute an agreement that such plans or work conform to applicable legal requirements. Tenant shall not install any equipment that will exceed the capacity of any utility. Tenant may retain only licensed and insured contractors approved by Landlord who shall comply with Landlord’s Contractor’s Rules and Regulations; provided however, Tenant’s critical vendors are attached hereto as defined in Section 5.2) as Exhibit D and are hereby approved by Landlord. As part Within 60 days of completing Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that send Landlord a (1) copy of Tenant’s use certificate of occupancy (temporary, if applicable) and (2) set of as-built drawings of the Premises in CAD file format. Tenant promptly shall not result in noise and/or odors being transmitted outside procure the Premises. cancellation or discharge of all notices of violation arising from Tenant’s Work work. Tenant promptly shall be fully paid pay all contractors and materialmen for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements work; and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premisesprocure, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at TenantXxxxxx’s expense, deliver the satisfaction or discharge of record of all liens and encumbrances within 30 days after Xxxxxx’s receipt of notice of the filing thereof. In the event Tenant fails to respond to Landlord detailed plans within 5 business days, Landlord may, at its option, bond, or pay-off the lien or claim amount without inquiring into the validity thereof; and specificationsTenant shall reimburse Landlord for Landlord’s expenses incurred to discharge said lien (including reasonable attorney’s fees) and an administrative charge of [*****]. Landlord may post at the Premises notices of non-responsibility, for or such other notices that under applicable law will preclude the filing of a mechanic’s lien. Tenant will indemnify Landlord and save Landlord harmless from and against all claims, actions, suits at law or equity, judgments, expenses, damages, costs, liabilities, fines, and debts in connection, arising from or in any way related to: any injury, loss, or damage arising from any of Tenant’s Workwork, including any labor strife (including legal fees and/or private security expenses) and any mechanic’s and other liens and encumbrances filed in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing connection with the applicable Authority, if filing is required by applicable Laws Xxxxxx’s work (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain including Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent reasonable legal fees). (c) With respect to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Workand any future work performed by Xxxxxx during the Term, Tenant shall comply with the rules and regulations of the Texas Architectural Barriers Department of the Texas Department of License and Regulation (a“TDLR”) obtain regarding compliance with the Americans With Disabilities Act of 1990, as amended and modified. Tenant’s obligations hereunder shall extend to the Premises and any work in the Common Areas triggered by such Tenant work. In the event that the cost to perform such Tenant work exceeds [*****], then within thirty (and deliver to Landlord copies of30) all required permits and authorizations days of any Authority for completing of such Tenant’s work, Tenant shall obtain an inspection report of the Premises and the Common Areas within the immediate vicinity thereof from a certified accessibility specialist to confirm Tenant’s compliance herewith (bthe “TDLR Report”). Tenant shall use the Shopping Center’s designated certified accessibility specialist [*****] (the “Center CAS”) deliver to Landlord such security as conduct the TDLR inspection. In the event that Tenant does not use Center CAS, Tenant shall be reasonably satisfactory liable for all costs and expenses to Landlordrender the Premises, Common Areas, and any other parts of the Shopping Center in compliance with TDLR Report, including the costs incurred to obtain a TDLR compliance certificate. Tenant shall provide Landlord with a copy of the TDLR Report promptly upon Xxxxxx’s receipt. Within sixty (c60) deliver days from the date of the TDLR Report, Tenant will correct any non-compliance issues identified in the TDLR Report in the Premises in the manner required by the TDLR Report. Landlord will correct any non-compliance issues in the Common Area identified in the TDLR Report in the manner required by the TDLR Report and Tenant shall reimburse Landlord for the reasonable out-of-pocket costs incurred in connection therewith plus a [*****] construction management fee. (d) Notwithstanding the foregoing, Tenant shall have the right to Landlord certificates (make, without Landlord’s consent, non-structural Alterations to the Premises which do not exceed in form reasonably acceptable to Landlord) evidencing cost [*****] in the following insurance coverages aggregate during each Lease Year or alterations that are of a cosmetic nature such as painting, wallpapering and carpeting, or involves redecorating the interior of the Premises; is not visible from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons outside the Premises; will not affect the systems or structure of the Premises, including work to be employed performed inside the walls or above the ceiling of the Premises. In addition, in the performance event the FDA, MHRA, or any other regulatory or governmental agency requires any alterations to the interior of any the Premises for the continued operations of Tenant’s Workbusiness, andthen Tenant shall be permitted to make such alterations to the interior of the Premises with prior notice to, but without consent of, Landlord.

Tenant’s Work. Section 5.1 Except as may be expressly provided Upon delivery of possession to Tenant, Tenant agrees to make the improvements to the Leased Premises described in this lease, Tenant shall not replace any fixtures in Section 2.2 (the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”). In consideration for the construction allowance payable by Landlord pursuant to this Section 2.2, Tenant hereby represents and warrants to Landlord that it will spend no less than Four Million Four Hundred Thirty-three Thousand One Hundred Thirty Dollars ($4,433,130.00) for Tenant’s Work. In the Premisesevent Tenant spends less than said amount, Landlord and Tenant agree to equally share in said savings. The Tenant’s Work shall be done in a good and workmanlike manner under a build to suit contract in accordance with the Real Propertyplans and specifications prepared by Ford Architects and engineered by MxXxxxxx Engineering, the Building systemsand approved by Landlord, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent which approval shall not be unreasonably withheld or delayed if (upon approval, the “Approved Plans”). Tenant’s Work (a) is nonstructuralshall comply with applicable federal, state and (b) does not (i) affect any part of local laws, rules, regulations and code requirements. Any structural or exterior changes to the Real Property outside the Premises (including the Building roof) or the exterior of the PremisesApproved Plans by Tenant shall be approved in advance by Landlord, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed, and shall be in compliance with all applicable building codes, laws ordinances and regulations. Landlord shall pay Tenant Four Million Four Hundred Thirty-three Thousand and One Hundred and Thirty Dollars ($4,433,130.00) (the “Tenant Reimbursement”), as payment for all costs incurred by or on behalf of Tenant for furnishing, constructing and installing the work comprising Tenant’s Work (“Tenant Improvements”). Xxxxxxxx’s consent The Tenant Reimbursement shall not be required with respect paid by Landlord to such Tenant in twenty-five percent (25%) installments as portions of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premisesis completed and billed to Tenant by its contractor, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by LandlordTenant’s architect. As part Upon Tenant receiving an invoice from its contractor evidencing completion of twenty-five percent (25%), fifty percent (50%) and seventy-five percent (75%) of the Tenant’s Work, Tenant shall soundproof submit: (i) a request for payment; and (ii) a copy of such invoice to Landlord, and Landlord shall pay Tenant twenty-five percent (25%) of the Premises and install appropriate ventilation if required so that Tenant Reimbursement within ten (10) days of receipt thereof. The final twenty-five percent (25%) installment shall be paid by Landlord to Tenant within ten (10) days of the later of: (i) receipt by Landlord of Tenant’s use request for payment; (ii) substantial completion of the Premises Tenant Improvements; (iii) Tenant opening for business in the Leased Premises; (iv) Tenant providing to Landlord a lien waiver from Tenant’s general contractor; and (v) Tenant paying the first installment of rent due hereunder. In the event Landlord does not timely pay any installment of the Tenant Reimbursement to Tenant, (a) Landlord shall pay to Tenant interest on such unpaid amounts at a rate of interest equal to four percent (4%) over the prime rate in effect from time to time as established by National City Bank, Columbus, Ohio and (b) Tenant shall have the right to deduct any and all such amounts owed Tenant against payments of rent thereafter due Landlord until such time as Tenant has been credited the full amount of the Tenant Reimbursement plus applicable interest. Notwithstanding anything to the contrary contained in this Lease, the Tenant Improvements shall, at all times during the term of this Lease and upon the expiration or earlier termination of this Lease, be the property of Landlord. Tenant shall not result acquire any interest, equitable or otherwise, in noise and/or odors being transmitted outside any Tenant Improvements. Tenant agrees that the Premises. Tenant’s Work Tenant Reimbursement shall be fully paid used for by Tenant when payment is due improvements to the Leased Premises, which shall be affixed to the Real Estate and the improvements constructed thereon, and shall not be financed with any conditional sales or title retention agreements or by used for the granting purchase of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workpersonal property. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except Landlord shall improve, renovate and refurbish the Demised Premises for Tenant’s continued use and occupancy pursuant to the provisions of this Revised Exhibit C, and the Construction Drawings and Documents (as may defined in 5 hereof). All work shown on the Construction Drawings and Documents shall include, but not be expressly provided in this leaselimited to, Tenant interior partitions, doors, hardware, wall and floor coverings, lighting, electric power wiring, sprinklers and fire safety equipment, and shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, be “Tenant’s Work”)” and shall be undertaken and paid for as set forth in this Revised Exhibit C; provided, however, that if the base building structure, the base building systems, the common areas and/or the Full-Floor Common Areas do not comply with the Americans with Disabilities Act or any other Law (whether or not the same constitutes an instance of permitted nonconformance) and any changes to the Premisesforegoing are required in order to obtain any permit, the Real Propertyapproval, the Building systems, inspection or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy other item required for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such lawful performance of Tenant’s Work as are cosmetic alterations (such as painting the interior and occupancy of the Demised Premises, carpetingthen such changes shall be performed at Landlord’s expense and without deducting the costs thereof from the Workletter Allowance. The cost of the Base Building Work shall not be chargeable against the Workletter Allowance. Landlord at its own cost and expense shall provide space planning services to Tenant to facilitate preparation of the Construction Drawings and Documents. Landlord shall solicit bids for the trades for Tenant’s Work from not less than three (3) qualified contractors per trade. Tenant may select up to three (3) qualified contractors per trade to bid on Tenant’s Work, subject to Landlord’s reasonable approval of the same. Landlord and Tenant shall jointly, reasonably and expeditiously choose the trade contractors for Tenant’s Work based on their reasonable evaluation of the bid price, the contractor’s reliability and reputation for quality workmanship, size of jobs performed and timeliness of performance, the contractor’s past job performance with them, and installation the ability of shelving the bidding contractor to satisfy licensing and display cases) inside insurance requirements for the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this leasejob. The trade contract for Tenant’s Work shall be performedsubject to Tenant’s reasonable approval and, at Tenant’s expenserequest, with diligence when started so shall be a guaranteed maximum price contract. Landlord or one of Landlord’s affiliates shall act as construction manager for the job and shall be entitled to promptly complete it in receive a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use construction management fee comprised of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due Overhead and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice Profit as set forth in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andparagraph 3.

Tenant’s Work. a. Exhibit 1 to this Amendment shall be inserted at Exhibit C in the Lease and Exhibit 2 to this Amendment shall be inserted at Exhibit D in the Lease and the names for Exhibit C and Exhibit D as set forth in Section 5.1 Except 2.10 of the Lease shall be revised to read as may be expressly follows: “Exhibit C List of Plans and Specifications for Tenant’s Work” Exhibit D Funding Conditions and Deliverables” b. The first sentence of Section 4.2 of the Lease is replaced with the following: “Landlord agrees to pay Tenant a tenant improvement allowance of Seven Hundred Forty-Seven Thousand Six Hundred Thirty Dollars ($747,630) (based upon Thirty Dollars ($30.00) per square foot of Rentable Area (as defined below) of the basement portion of the Premises only) (the “TI Allowance”) upon the Term Commencement Date; provided in this lease, Tenant shall not replace any fixtures that (a) Tenant’s work in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to ) has been completed in accordance with the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural-approved list of plans and specifications attached hereto as Exhibit C, and (b) does not (i) affect any part Tenant has satisfied the conditions and/or provided to Landlord the funding condition items listed on Exhibit D attached hereto, and Tenant has, in addition, furnished a statement setting forth the total amount of the Real Property outside TI Allowance requested”. c. Notwithstanding anything set forth in the Premises (including Amended Lease to the Building roof) or contrary, Tenant shall have no obligation under the exterior Amended Lease to remove any of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations or the Agreed Alterations (such as painting defined below) upon the interior expiration or earlier termination of the PremisesAmended Lease; provided that nothing in this Subsection 2.c shall excuse Tenant from undertaking and completing the Agreed Alterations as required under Section 3 of this Amendment. d. Clause (f) of the final sentence of Section 4.2 of the Lease is hereby amended by deleting the words “authorized by the Consent or”. e. The second sentence of Section 4.3 of the Lease is hereby deleted. f. The second sentence of Section 5 of the Lease is hereby amended by inserting the following language after the phrase “in its condition ‘as is’ as of the Execution Date”: “(provided, carpetinghowever, that Tenant acknowledges and installation of shelving and display casesagrees that Merck, Sharp & Dohme Corp. (f/k/a Schering Corporation) inside (“Merck”) shall be entitled to complete the work in the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice identified in the State Surrender and Decommissioning Agreement dated as of New YorkMarch 21, 2013 that has been executed by Landlord and suitable for filing with Merck after the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s PlansExecution Date)”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, (a) The Tenant shall not replace any fixtures carry out its own fixturing at its own cost and expense as described in Schedule “H” attached hereto (the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), provided that Tenant has no obligation to the Premises, the Real Property, the Building systems, or complete any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside except as may be lawfully required to permit the Premises (including to be used by the Building roof) or Tenant as the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed)Tenant may choose to use them. Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Such Tenant’s Work shall be performedsubject to the approval of the Landlord, at acting reasonably and without undue delay or constraint and Landlord shall respond to any request for such approval within ten (10) Business Days after receipt of Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and request for approval or such Tenant’s Plans Work will be deemed approved. Save and except for the cost of the Landlord’s Work, the Landlord shall not be obligated to pay any leasehold credit or payment to the Tenant for any Leasehold Improvements. The Tenant agrees to finish the Premises to a standard commensurate with a cGMP facility for the Use. (as defined in Section 5.2b) as approved by Landlord. As part On completion of the Tenant’s Work, the Tenant shall soundproof forthwith furnish to the Landlord a statutory declaration stating that: (i) there are no construction liens outstanding against the Premises and install appropriate ventilation if required so that Tenant’s use on account of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully that have not been bonded off or otherwise addressed to the reasonable approval of the Landlord; (ii) that all accounts for work, services and materials have been paid for by Tenant when payment is due and shall not be financed in full with any conditional sales or title retention agreements or by respect to all of the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemedWork, upon installation, to be improvements except for amounts that are being disputed in good faith; (iii) the holdbacks required under the Construction Act have been made and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease released in accordance with its provisionsthat legislation; together with evidence in writing that: (iv) unless Landlord notifies Tenant in accordance with all assessments under the Workplace Safety and Insurance Act have been paid; and, (v) that the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated the Occupational Health and Safety Act have been adhered to remove such during the completion of the Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may After Landlord’s delivery of the Premises to Tenant with Landlord’s Work completed, Tenant’s construction of the Tenant Improvements shall be expressly provided in this lease, subject to the following: 3.2.1 The Tenant Improvements to the Premises shall be constructed using the highest quality workmanship and standards. Tenant shall diligently prosecute such construction to completion and diligently pursue a Certificate of Occupancy with respect to the Tenant Improvements. Tenant shall have the work performed in such a manner so as not replace to (a) unreasonably obstruct the access of any fixtures other tenant or occupant in the Project, (b) damage any portion of the Project, including Common Areas, or (c) create excessive dust or dirt in any Common Areas. Tenant shall cause the work areas to be cleaned on a regular basis. 3.2.2 All Tenant Improvement work in the Premises or make any changes, improvements, alterations or additions (collectively, “shall be performed by Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by 's contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant strictly in accordance with the provisions Approved Plans, the Americans with Disabilities Act, and all other applicable Laws, and shall satisfy the requirements of this Article that all carriers of insurance on the Premises and the Project, and the Board of Underwriters Fire Rating Bureau or similar organization. 3.2.3 All Tenant Improvements in the Premises shall be performed in accordance with the rules and regulations of Landlord relinquishes its rights theretoprovided to Tenant. 3.2.4 Prior to the commencement of the Tenant Improvements in the Premises, in which case Tenant shall be obligated notify Landlord in writing of the anticipated date of the commencement of construction to remove such enable Landlord to post a notice of non-responsibility. 3.2.5 Prior to the commencement of the Tenant Improvements in the Premises, Tenant shall furnish a copy of the Building Permit to Landlord. 3.2.6 Prior to and continuing during the period of Tenant’s Work. Section 5.2 Prior access, entry and construction, Tenant's contractors and subcontractors which are performing work under contracts for work estimated to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver cost in excess of $5,000.00 shall procure and maintain property damage and commercial general liability insurance during the period of their performance of labor or the furnishing of materials to Landlord detailed plans the Premises from an insurance company reasonably satisfactory to Landlord. Said insurance shall be in such amounts and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, preparedand liability policies shall name Landlord and, certifiedat Landlord's request, signed any Lenders of Landlord or any ground lessor, as additional insureds, as their respective interests may appear. Tenant shall also require each contractor and sealed subcontractor employed to perform labor or furnish materials to the Premise to procure and maintain, during the performance of the labor or the furnishing of the materials, a policy of workers' compensation or employer's liability insurance issued by an architect or engineer licensed insurance company reasonably acceptable to practice Landlord for the protection of the employees of the contractors and subcontractors, including executive, managerial, and supervisorial employees engaged in any Tenant Improvements to be performed in the State Premises. Copies of New Yorkthe certificates and applicable endorsements evidencing the existence and amounts of such insurance, and suitable renewals or binders, shall be delivered to Landlord by Tenant at least ten (10) days prior to (a) the commencement of Tenant Improvements, or (b) the expiration of any such policy, as the case may be. 3.2.7 Landlord shall have no responsibility for filing the quality or adequacy of any work performed by Tenant's contractors or subcontractors, whether with respect to labor, material, or otherwise. 3.2.8 Tenant shall be solely responsible for security in the applicable AuthorityPremises during the period of construction of the Tenant Improvements. None of Landlord, if filing is required by applicable Laws (such plans and specifications together with revisions theretoLandlord's contractor, collectivelyor their agents or employees shall have any responsibility whatsoever for the safety of any equipment, “Tenant’s Plans”)tools, and obtain Landlord’s approval materials, fixtures, merchandise, or other personal property located in the Premises during the period of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed construction except to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown damage is caused by the negligence or willful misconduct of Landlord, Landlord's contractor, or their agents or employees. 3.2.9 The Project and the Premises shall be kept free and clear of any and all mechanics' or similar liens on account of work performed by Tenant’s Plans is not to be unreasonably withheld , its contractors or delayed pursuant to this Articlesubcontractors. Before commencing Tenant’s WorkIf any such liens are filed, Tenant shall post a release bond within ten (10) days following the filing of such lien, and shall further indemnify and hold Landlord, its partners, agents, and employees harmless from and against any claims, liability, costs, lawsuits, damages, or expenses (including attorneys' fees and court costs) arising out of work performed or to be performed in the Premises. 3.2.10 Upon reasonable advance notice, Landlord and Landlord's Lender shall have access to the Premises for purposes of inspection at all times during the period of construction. 3.2.11 Tenant shall be responsible for and shall indemnify and hold Landlord harmless from and against any liability, cost, claim, lawsuit, damage or expense (including court costs and attorneys' fees) arising out of any activity or omission of Tenant's contractors, subcontractors, or their agents and employees. Such indemnity by Tenant shall also apply with respect to any and all costs, losses, damages, injuries, and liabilities related in any way to Landlord's performance of any ministerial acts reasonably necessary to (a) obtain (and deliver permit Tenant to Landlord copies of) all required permits and authorizations of any Authority for such workcomplete the Tenant Improvements, and (b) enable Tenant to obtain any building permit or certificate of occupancy for the Premises. 3.2.12 Subject to Section 8.4 of the Lease, Tenant shall reimburse Landlord for any and all expenses incurred by Landlord by reason of faulty work performed by Tenant or its contractors or subcontractors, damage to the Project caused by Tenant's contractors or subcontractors, unreasonable delays in work performed in, on, or about the Project caused by Tenant's contractors or subcontractors or as a result of their inadequate clean-up, including but not limited to legal fees and costs incurred in connection with Landlord's enforcement of the provisions of this Subparagraph. 3.2.13 At the expiration or earlier termination of the Term, Landlord shall be deemed to be the owner of all of the Tenant Improvements constructed by Tenant pursuant to this Exhibit "C", with the exception of Tenant's trade fixtures which shall include, without limitation, furnishings and equipment, any portable, free-standing partitions, and folding partitions. 3.2.14 Within thirty (30) days after the Rent Commencement Date, Tenant shall deliver to Landlord such security as shall be Landlord: (a) Reproducible "as-built" plans and specifications for all tenant improvement work performed by Tenant in the Premises. (b) Contractor’s completion certificate in form and substance reasonably satisfactory to Landlord, and evidence that Tenant’s Improvements have been performed substantially in accordance with the Permit Plans (as amended with the approval of Landlord). (c) deliver to Landlord A copy of a recorded, valid notice of completion. (d) Copies of signed-off permits, certificates (in form reasonably acceptable to Landlord) of occupancy for the Premises, and a stamped set of final approved plans evidencing governmental approval of the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance completion of any Tenant’s Work, and. (e) Properly executed unconditional final lien waivers from all contractors and subcontractors performing any part of Tenant’s Work.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall Any items of work not replace any fixtures shown in the Premises approved Plans, including, for example, the installation of telephone service, security system or make any changes, improvements, alterations furnishings (including wiring and cabling connections or additions (collectively, “Tenant’s Work”installations), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralfor which Tenant contracts separately, and (bsubject to the provisions of Section 4(d) does above) at Tenant's sole cost and expense (hereinafter "Tenant's Work"), shall be subject to Landlord's reasonable policies and schedules and shall be conducted in such a way as not (i) affect to hinder, cause any part disharmony with or delay any work of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of improvement in the Building. Tenaxx'x xuppliers, (iii) adversely affect any Building systemcontractors, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises workmen and (d) is performed only by contractors and subcontractors first approved mechanics shall be subject to approval by Landlord (which approval shall not to be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect ) prior to such the commencement of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, their work and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, subject to Landlord's administrative control while performing their work. Tenant shall cause its suppliers and contractors to engage only labor that is harmonious and compatible with diligence when started so as to promptly complete it other labor working in a good and worker-like manner using new materials the Building. In the event of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved any labor disturbance caused by Landlord. As part of Tenant’s Workpersons employed by Tenant or Tenaxx'x xontractor, Tenant shall soundproof immediately, and at Tenant's sole cost and expense, take all actions necessary to eliminate such disturbance. If at any time any supplier, contractor, workxxx xx mechanic performing Tenant's Work hinders or delays any other work of improvement in the Premises and install appropriate ventilation if required so that Tenant’s use Building or performs any work which may or does impair the quality, integrity or performance of any portion of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic AlterationsBuilding, Tenant shall, at Tenant’s 's sole cost and expense, deliver cause such supplier, contractor, workxxx xx mechanic to leave the Building and remove all his tools, equipment and materials immediately upon written notice delivered to Tenant and Tenant shall reimburse Landlord detailed plans for any repairs or corrections of the Tenant Improvements or Tenant's Work or of any portion of the Building caused by or resulting from the work of any supplier, contractor, workxxx xx mechanic with whom Tenaxx xxxtracts. Landlord shall give access to Tenaxx'x xuppliers, contractors, workmen and specifications, for Tenant’s Work, in form reasonably satisfactory mechanics so as to Landlord, prepared, certified, signed achieve timely completion and sealed by an architect or engineer licensed to practice in occupancy of the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s WorkPremises, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority be responsible for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andhoisting charges for work under this paragraph.

Tenant’s Work. Section 5.1 Except (a) Tenant has delivered to Landlord its general design elevations which include Tenant's proposed general physical characteristics of the Tenant's Building, exterior materials, exterior color scheme and building heights. Landlord has approved the construction of a restaurant substantially in accordance with the plans listed on Exhibit C. The Tenant's Building shall be a one story sit down restaurant containing not more than 5,900 Gross Leasable Floor Area, and having a maximum height of thirty (30) feet. Tenant has delivered to Landlord a plan which depicts the location of all utilities entering the Tenant's Building and will deliver detailed plans for the same within fifteen (15) days after the date hereof. (b) Tenant shall commence the construction of the Tenant's Building no later than the 60th day after the last to occur of: (i) the Lease Commencement Date, (ii) completion of the Phase One Work, and (iii) delivery of possession of the Demised Premises. Tenant shall diligently pursue such construction to timely completion and shall promptly fixture and open such restaurant to the public under the initial trade name "Silver Diner". The construction of the Tenant's Building shall be performed in a good and workmanlike manner in accordance with sound professional standards and with the provision of this Agreement, in compliance with all governmental authorities. All materials used in the construction of the Tenant's store shall be of new, commercial grade and first class quality. (c) Tenant shall apply for and use all reasonable efforts to obtain, at its own cost and expense, any and all necessary permits that are necessary to construct the Tenant's Building except those that Landlord must obtain to construct the Site Improvements. Landlord must obtain the permits to construct the Site Improvements as a precondition to Tenant commencing construction of the Tenant's Building. (d) All contracts of Tenant shall provide for the coordination and cooperation of such contractor with Landlord in completing the Site Improvements and other construction work on the Shopping Center, including any space to be erected by Landlord or its tenants. Tenant shall perform its construction in a manner reasonably designed to minimize any interference with the construction taking place simultaneously on the balance of the Shopping Center or the operation of stores then open for business. In the event that during the construction of the Building, the construction activities of Tenant, or the progress of the same, interferes with or delays the construction activities of the Landlord, Landlord shall notify the Tenant, in writing, specifying exactly what construction activities of Tenant are the source of the problem or what portion of Tenant's work needs to be performed to avoid such delay. Tenant will have forty-eight (48) hours after its receipt of the foregoing notice to stop or commence to diligently cure the matters raised by Landlord in its notice. FURTHER, IN CONSTRUCTING THE TENANT'S BUILDING, TENANT SHALL ONLY UTILIZE SUCH LABOR AS SHALL WORK IN HARMONY WITH AND WITHOUT CAUSING LABOR DISPUTES OR STRIKES WITH ANY OTHER CONTRACTORS AND LABOR THEN BEING USED IN THE SHOPPING CENTER AND TENANT SHALL, WITHIN FIVE (5) DAYS AFTER LANDLORD'S REQUEST, CAUSE THE REMOVAL FROM THE DEMISED PREMISES OF ANY CONTRACTORS AND LABOR UTILIZED BY TENANT WHICH RESULTS IN ANY LABOR STOPPAGE, STRIKE, LOCKOUT, OR LABOR DISPUTE AFFECTING THE SHOPPING CENTER. Notwithstanding the foregoing, in no event shall Tenant be expected or obligated to engage in any conduct which is in conflict with or violates any federal, state or local law including, without limitation, the National Labor Relations Act or the regulations thereto. (e) Tenant's construction work shall be properly protected with lights and barricades and secured against accident, storm or any other hazard. Staging for the construction of the Tenant's restaurant shall be confined to the area designated "staging" on the Site Plan. Tenant shall keep all other portions of the Shopping Center substantially free from and unobstructed by debris, equipment materials or supplies related to Tenant's construction work and will use its best good faith commercially reasonable efforts to keep obstruction to a minimum. Tenant shall patch and repair asphalt and cement, if necessary, in its staging areas upon demobilization of construction and leave same clean and free of debris. During such construction work, Tenant shall store all trash, debris and rubbish as reasonably directed by Landlord and upon the completion of Tenant's construction work, Tenant shall remove all temporary structures, surplus materials, debris and rubbish of whatever kind remaining on the Demised Premises, the staging areas or other portions of the Shopping Center. Landlord shall be responsible for the removal of rubbish and trash from the Shopping Center caused by Landlord. Landlord and Landlord's architect or engineer shall be given notice of, and may be expressly provided in this leaseattend any meetings with Tenant's contractors and may visit the job site to observe the progress and performance of the construction work. (f) In connection with the construction of the Tenant's Building, Tenant shall not replace create or suffer to be created or to remain, and shall discharge, any fixtures in the mechanic's, laborer's or materialmen's liens which shall become a lien upon Demised Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, Shopping Center or any part thereof. If any mechanic's, without Xxxxxxxx’s prior consent. Landlord’s consent laborer's or materialmen's liens shall not at any time be unreasonably withheld filed against the Demised Premises, the Shopping Center or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is thereof arising from work performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such on behalf of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant within thirty (30) days shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, cause such lien to be improvements and betterments that become the property discharged of Landlord at installationrecord by payment, and shall remain upon and be surrendered with the Premisesdeposit, at the expiration bond, order of the Term (court of competent jurisdiction or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workotherwise. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace be responsible for any fixtures in and all construction, design and specifications of the interior of the Premises or make any changes, improvements, alterations or additions deemed necessary by Tenant for its initial occupancy and operations (collectively, the “Tenant’s Initial Tenant Work”)) including without limitation interior wall finish, finished ceilings, finish flooring, interior utilities design, including, gas, water, sewer, telephone and electricity, mechanical, plumbing and electrical systems, including HVAC, the interfaces between interior utility lines and the lines brought to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior wall and/or floor of the Premises, (ii) affect any structural element of interior decor and signage, railings, banisters, Tenant’s trade fixtures, and the interface between the Building’s mechanical and utilities systems and Tenant’s trade fixtures, (iii) adversely affect any Building subject to approval in accord with Section 4.5. Tenant shall also be responsible to perform and pay for designing, planning, acquiring and installing Tenant’s trade fixtures and equipment, including without limitation, Tenant’s exterior signs, cabinetry, phone system, or (iv) require an amendment of and intercom system. Tenant shall not overload the certificate of occupancy for the Premises or the Building, ( c) is not visible outside electrical wiring serving the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which will install, at its expense, with Landlord’s written approval, any additional electrical wiring required in connection with Tenant’s apparatus. Where required under any provision in this Lease, except as otherwise expressly set forth, Landlord’s consent or written approval shall not be unreasonably withheld withheld. Landlord shall be under no obligation to make any repairs, replacements, reconstruction, alterations, or delayedimprovements to or upon the Premises or the mechanical equipment exclusively serving the Premises except as expressly provided for herein. For such work as Tenant may perform from time to time, including both the Initial Tenant Work and any future Tenant Improvements (as defined below), Tenant agrees to obtain its own policy of builder’s risk insurance and, if applicable, general liability insurance for any such work and workers compensation insurance for any persons who perform Tenant’s work. XxxxxxxxTenant shall bear and pay the expenses incurred in performing all of Tenant’s consent work and all fees, charges and costs of permits and licenses relating to Tenant’s work. Tenant shall bear the fees and costs of Tenant’s architect in developing Tenant’s work and, except as provided below, shall not be reimbursed from Landlord. Provided Tenant is not in default of this Lease, Landlord agrees to contribute $150,000.00 (the “Allowance”) toward the cost of the Initial Tenant Work. The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Initial Tenant Work and for hard costs in connection with the Initial Tenant Work. The Allowance shall be paid to Tenant or, at Landlord's option, to the order of the general contractor that performed the Initial Tenant Work, within thirty (30) days following completion of the Initial Tenant Work and receipt by Landlord of the following: (a) receipted bills covering all labor and materials expended and used in the Initial Tenant Work; (b) a sworn contractor's affidavit from the general contractor and a request to disburse from Tenant containing an approval by Tenant of the work done; (c) full and final waivers of lien; (d) as-built plans of Tenant’s work; and (e) the certification of Tenant and its architect that the Initial Tenant Work has been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable Laws, codes and ordinances. The Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Lease, and Landlord's obligation to disburse shall only resume when and if such default is cured. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Initial Tenant Work. In no event shall the Allowance be used for the purchase of equipment, furniture or other items of personal property of Tenant. Any portion of the Allowance that exceeds the cost of Tenant’s work or is otherwise remaining after completion of the Initial Tenant Work ("Unused Allowance") shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Landlord shall not be required to perform any work or, except as provided above with respect to such the Allowance, incur any costs in connection with the construction or demolition of Tenant’s Work as are cosmetic alterations (such as painting the interior of any improvements in the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease(a) With the exception of Landlord's Work, Tenant shall not replace any fixtures in be responsible for performing all other work required to prepare the Premises or make any changesfor Tenant's occupancy pursuant to the Lease and as otherwise may be required to comply with Applicable Requirements. Tenant's Work shall be performed at Tenant's sole cost and expense, improvementssubject to the Construction Allowance described below. Tenant's Work shall include, alterations or additions but not be limited to all drywall, insulation, wall coverings, window coverings, floor coverings, restrooms, HVAC, fire sprinklers distributed (collectively, “Tenant’s Work”must be semi recessed in dropped ceiling areas), to the Premiseslights, the Real Propertyelectric, the plumbing, doors, plans and permits. The Building systems, must be balanced with 100% HVAC distributed (a minimum of 1 ton per every 350 sq. ft.) with either a VAV system or any part thereof, without Xxxxxxxx’s prior consentmultiple prepackaged gas/electric units (Carrier or Trane). Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, Tenant will install at least two tiled restroom cores with separate men's and women's rooms. (b) does not Landlord shall pay to Tenant a "Construction Allowance" equal to the sum of Twenty Dollars ($20.00) multiplied by the usable area of the Premises. Landlord's obligation to make such disbursement shall be subject to Landlord's receipt of the following: (i) affect any part copies of the Real Property outside the Premises (including the Building roof) paid invoices and unconditional lien releases or the exterior of the Premiseswaivers in connection with all such work, (ii) affect any structural element of the Buildinga certification by Tenant that all such work has been performed in accordance with plans and specifications approved by Landlord, and (iii) adversely affect any Building systemsuch other information that may be reasonably requested by Initials___/___ Landlord or Landlord's lender. Upon substantial completion of Tenant's Work, or (iv) require an amendment Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant's Work, which notice shall be accompanied by all of the following (collectively, "Tenant's Completion Notice"): (i) copies of paid invoices and unconditional lien waivers from Tenant's general contractor and all subcontractors and material suppliers, showing that full payment has been received for the construction of all aspects of Tenant's Work; (ii) certification from Tenant that to the best of its knowledge all of Tenant's Work has been completed substantially in accordance with the plans and specifications therefor approved by Landlord and all local governmental and quasi-governmental authorities with jurisdiction; and (iii) a copy of the building permit and certificate of occupancy for Tenant's Work, showing that Tenant's Work has been finally approved by the appropriate building inspector, plus any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant's occupancy of the Premises or have been satisfied. Landlord shall pay the Building, ( Construction Allowance to Tenant within fifteen (15) days after the date of Landlord's receipt of Tenant's Completion Notice. (c) is not visible outside Tenant shall deliver to Landlord, for Landlord's review and approval, complete plans, specifications and working drawings which show in detail the Premises intended design, construction and finishing of all portions of Tenant's Work, in sufficient detail for construction (d"Tenant's Final Plans"). The design, materials and finish used for Tenant's Work shall equal in quality or better than the design, materials and finish utilized by Tenant in the buildout of its facilities located at 00000 Xxxxxxx Xxxx., Xxxxxxx, XX 00000. Within ten (10) is performed only by contractors and subcontractors first approved days after Landlord's receipt of Tenant's Final Plans, Landlord shall either approve or disapprove Tenant's Final Plans. Failure by Landlord to respond within such ten (10) day period shall be conclusively deemed approval. If Landlord disapproves Tenant's Final Plans, then Landlord shall state in reasonable detail the changes which approval shall not Landlord requires to be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpetingmade thereto, and installation of shelving and display cases) inside Tenant shall resubmit the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as plans until approved by Landlord. As part Tenant's Work will result in not less than eighty percent (80%) of the usable space in the Premises being designed, built and used for a combination of offices, research and development labs, production and related support facilities such as restrooms, cafeterias, conference rooms and demo rooms (in such combination as shall be determined by Tenant). (d) Tenant's Work shall comply with all Applicable Requirements. Only new and first-class materials shall be used in the construction of Tenant’s 's Work. (e) XxXxxxxx Construction, Inc. is deemed approved by Landlord as Tenant's general contractor. If Tenant's selects another general contractor, such contractor shall be subject to Landlord's prior written approval. (f) Promptly following the Early Possession Date, Landlord's approval of Tenant's Final Plans and receipt of any required permits and other governmental or regulatory approvals, Tenant shall soundproof commence performance of and diligently pursue complete of Tenant's Work. In the Premises and install appropriate ventilation if required so event that Tenant’s use of 's Work is not completed within nine (9) months after the Premises shall not result in noise and/or odors being transmitted outside the Premises. Early Possession, due to causes within Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation's reasonable control, and as a result Landlord has been unable to obtain permanent financing for the Industrial Center on terms comparable to the permanent financing terms that would be available to Landlord for the Industrial Center if Tenant's Work had been completed, Landlord shall remain upon and be surrendered with have the Premises, at the expiration of the Term (or the sooner termination of right to terminate this lease in accordance with its provisions) unless Landlord notifies Tenant Lease for Default in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s WorkParagraph 13.1 (c). Section 5.2 Prior to commencing any (g) Upon completion of Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s 's Work, Tenant shall (a) obtain (and deliver submit to Landlord copies ofone (1) all required permits and authorizations complete sets of any Authority for such work, and (b) deliver to Landlord such security as as-built plans which shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andreproducible).

Tenant’s Work. Section 5.1 Except PART ONE. General Criteria for Tenant's Work 1. Tenant shall perform Tenant's Work in accordance with all Laws including, without limitation, the building code of the jurisdiction in which the Center is located and all requirements of the Americans with Disabilities Act. 2. Tenant's Initial Work and, except to the extent as may be expressly specifically otherwise provided in this leasethe Lease, Tenant shall not replace any fixtures all subsequent Work in the Premises or make any changeswhich Tenant may wish to perform, improvements, alterations or additions (collectively, “Tenant’s Work”), shall be subject to the Premisesadvance written approval by Landlord. 3. Tenant shall, prior to commencement of Work, obtain all required building and other permits at Tenant's expense and post said permits at the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentPremises as required. 4. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s The loads imposed by Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside at the Premises (including dead and live loads) shall not exceed the Building roof) or the exterior allowable load capacity of the Premisesexisting structural systems and components thereof. 5. Tenant shall use only new materials for the Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Tenant may reuse portions of existing improvements subject to Landlord's prior written approval, provided that said approval shall in no manner relieve Tenant from the requirement that all Work comply with this Lease, the Design Criteria and all Laws. Reuse of existing improvements shall be clearly indicated on Tenant's Drawings (ii) affect any structural element as defined below). Landlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Tenant. 6. Tenant shall make no marks or penetrations into the Buildingroof, (iii) adversely affect any Building systemupper floor decks, exterior walls, or (iv) require an amendment of the certificate of occupancy for the Premises or the Buildingfloors, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first unless approved by Landlord (which approval shall not be unreasonably withheld in advance. 7. If any Work being performed by Tenant to connect to Landlord's utilities requires access through the premises of any other tenant or delayed). Xxxxxxxx’s consent shall not be required with respect to otherwise will affect any other tenant and Landlord has approved such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof be responsible for coordinating such Work with such other tenant, restoring said tenant's premises to its original condition following the Premises Work, and install appropriate ventilation if required so that compensating said other tenant for any costs incurred by it on account of such Work. 8. If any of Tenant’s use of the Premises shall not result in noise and/or odors being transmitted 's Work necessitates any special work outside the Premises, such as, but not limited to, increasing the size of electric conduit or adding or relocating water service or sanitary service, Landlord, at Landlord's election, may perform such work and Tenant shall reimburse Landlord the cost thereof plus 15% thereof for administration, or require Tenant perform the work at Tenant's cost. 9. No approval from Landlord with respect to any aspect of Tenant’s 's Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease valid unless in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Workwriting. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in (a) Upon being given possession of the Premises (whether exclusive or make any changesnot), improvementsthe Tenant shall, alterations or additions (collectivelyat its own expense, “diligently carry out and complete the Tenant’s Work”), to . The Tenant will carry out the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does in such manner as will not (i) affect any part interfere unreasonably with the performance by the Landlord of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of TenantLandlord’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant otherwise in accordance with the provisions of this Article that Lease, including, without limitation, the provisions of sections 9.4 and 10.3 and Schedule D. (b) The Landlord relinquishes its rights thereto(or an Affiliate of the Landlord) may tender to the Tenant a price for the completion, in as the Tenant’s contractor, of the Tenant’s Work (excluding the Tenant’s trade fixtures). If the Landlord’s tender price is within 5% of any other bona fide tender from qualified contractors which case the Tenant may receive with respect to the Tenant’s Work (the Tenant hereby agreeing to obtain bona fide tenders for the Tenant’s Work from qualified contractors), then the Tenant shall be obligated to remove such accept the tender submitted by the Landlord (or its Affiliate) for the Tenant’s Work. All amounts payable by the Tenant under such accepted tender will be considered Additional Rent. Section 5.2 Prior to commencing any (c) Within 30 days following the completion of the Tenant’s Work other than purely Cosmetic Alterations, the Tenant shall, at shall provide the following to the Landlord: (i) a statutory declaration: (A) stating that the Tenant’s expense, deliver to Landlord detailed Work has been performed in accordance with all of the provisions of the plans and specificationsspecifications approved by the Landlord and this Lease and that all deficiencies (if any) which the Landlord has brought to the Tenant’s attention have been corrected; (B) stating that there are no construction liens or other liens or encumbrances registered or capable of being registered or otherwise outstanding against the Lands in respect of work, services or materials relating to the Tenant’s Work and that all accounts for work, services or materials relating to the Tenant’s Work have been paid in full; (C) listing each contractor and subcontractor who did work or provided materials in connection with the Tenant’s Work; and (D) confirming the date on which the last work in relation to the Tenant’s Work was performed and materials were supplied; (ii) an itemized list certified by the Tenant showing the costs actually expended by the Tenant for the completion of the Tenant’s Work; (iii) a clearance certificate issued under the Workers Compensation Act in respect of each contractor and subcontractor listed on the aforesaid statutory declaration; (iv) a copy of every occupancy and other permit which may be required by any governmental or other regulatory authority having jurisdiction, to permit the Tenant to occupy and open for business in form reasonably satisfactory the Premises; and (v) a certificate of a professional engineer acceptable to the Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice certifying that the Tenant’s Work has been carried out in the State of New York, and suitable for filing accordance with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), as approved by the Landlord and obtain the Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andengineering consultants.

Tenant’s Work. Section 5.1 (A) Except as may be expressly provided in this leasefor the Base Building Work, Tenant shall not replace any fixtures in all work that is necessary or desirable for Tenant’s use and occupancy of the Premises or make any changes, improvements, alterations or additions shall be performed by Tenant (collectively, “Tenant’s Work”), . Tenant shall be permitted to access the Premises, Premises for the Real Property, conduct of the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralupon the full execution and delivery of this Lease, and (b) does not (i) affect any part of shall diligently pursue the Real Property outside same to completion so long as the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting does not delay the interior Base Building Work. During Tenant’s period of occupancy of the Premises, carpeting, and installation of shelving and display cases) inside Premises for the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part performance of Tenant’s Work, Tenant shall soundproof be subject to all of the Premises terms and install appropriate ventilation if required so that conditions of this Lease but shall not be obligated to pay (i) Fixed Rent to Landlord unless the Rent Commencement Date has occurred and (ii) charges for utilities unless the Commencement Date has occurred. Landlord shall not charge Tenant any fees for plan review and approval or construction oversight or supervision. (B) Tenant’s use Work shall be performed by Tenant substantially as shown on Tenant’s initial schematic design plan attached hereto as Exhibit C-1 attached hereto, in accordance with the terms of this Lease, including, without limitation, the Premises shall not result in noise and/or odors being transmitted outside the Premisesrequirements of Section 6.2.5 hereof. Tenant’s Work shall be fully paid at Tenant’s sole cost and expense and performed pursuant to architectural, electrical and mechanical construction drawings, plans and specifications which shall emanate from and be consistent with said Exhibit C-1, and which shall be first approved by Landlord. Landlord shall approve or disapprove Tenant’s plans within five (5) business days following Landlord’s receipt of a full set of Tenant’s final construction plans and specifications and any other information reasonably required by Landlord, noting specific reasons for disapproval or request for additional information. Tenant shall revise and resubmit the plans to Landlord within five (5) business days thereafter, and the process shall be repeated until Landlord has approved Tenant’s plans. The plans approved by Tenant when payment is due and Landlord shall be referred to herein as the “Final Plans.” Once the Final Plans have been approved by Landlord, Landlord shall not be financed with permitted to require any conditional sales changes to the details, features or title retention agreements components of the Final Plans, except where necessary as a result of existing conditions in the Building. Any and all changes made by Tenant to the Final Plans must also be approved in writing by Landlord. Landlord’s approval of Tenant’s plans in each instance shall not be unreasonably withheld, conditioned or by delayed for any plans which (i) do not involve or affect any structural or exterior element of the granting Building or any portion thereof, provided that Tenant’s equipment is located in Landlord approved locations whether in the Building, adjacent to the Building or on the roof of any security intereststhe Building, liensor (ii) do not adversely affect the proper functioning of the Building systems or other facilities, encumbrances or financing statements(iii) will not change the aesthetic character of the interior architectural design of the Building (excluding the Premises) and common areas. It is understood and agreed that the Base Building Work and the Tenant’s Work will be performed concurrently by the same general contractor that was approved by Landlord and Tenant prior to the Date of this Lease (the “General Contractor”). All contractors employed by Tenant shall be deemed, upon installation, require to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease carry worker’s compensation insurance in accordance with its provisionsstatutory requirements and comprehensive public liability insurance covering such contractors on or about the Premises in amounts at least equal to the limits set forth in Section 1.1, and to submit certificates evidencing such coverage to Landlord prior to the commencement of such work. Landlord shall have the right to require Tenant to use Landlord’s roofing contractor for any work that involves penetration of the roof. (C) unless Each of Landlord notifies and Tenant shall cause their respective architects, contractors, and construction representatives to coordinate their work with the General Contractor and in accordance with a mutually acceptable construction schedule so as to ensure timely completion of the Landlord’s Base Building Work and the Tenant’s Work. The construction schedule has not been finalized as of the Date of this Lease; however each of Landlord and Tenant agree to cause their respective representatives to cooperate and act reasonably and with diligence to approve the construction schedule following the execution of this Lease. The approved construction schedule will be attached hereto as Exhibit I (the “Construction Schedule”). If Landlord fails to complete any component of the Base Building Work by the respective date set forth in the Construction Schedule for completion of such component for any reason other than a Force Majeure event or delay caused by Tenant, and such failure actually causes a delay in the performance of the Tenant’s Work in accordance with the provisions of this Article that Landlord relinquishes its rights theretoConstruction Schedule, in which case Tenant as confirmed by the General Contractor (a “Base Building Work Delay”), then the Rent Commencement Date shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any postponed on a day for day basis beginning on the first day a Base Building Work Delay actually causes delay in the timely performance of the Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans as aforesaid and specifications, for shall end on the date on which the Base Building Work Delay no longer causes delay in Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed as confirmed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andGeneral Contractor.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease1. On or before the Deadline for Submission of Tenant’s Plans, Tenant shall not replace any fixtures in submit to Landlord, for its approval, the Premises or make any changesTenant’s Plans. The Tenant’s Plans shall consist of, improvementswithout limitation, alterations or additions (collectivelydesign and layout work and all other architectural, “structural, mechanical, plumbing and electrical plans and specifications for all of the Tenant’s Work, together with such working drawings as are required by either (i) Landlord in its sole discretion or (ii) for Tenant to obtain all permits and licenses required to construct the Tenant’s work. Within thirty (30) days after Landlord receives the Tenant’s Plans, Landlord shall notify Tenant, in writing, as to whether it approves or disapproves Tenant’s Plans. If Landlord, in its sole discretion, disapproves the Tenant’s Plans, it shall state its specific objections and Tenant shall promptly thereafter resubmit the Tenant’s Plans revised to satisfy those objections. The forgoing procedure shall continue expeditiously until Landlord finally approves a final set of the Tenant’s Plans. Once the final set of Tenant’s Plans are approved by Landlord the final set shall be considered “Approved Plans”. 2. All architectural, mechanical, and electrical plans and specifications for the Tenant Work must be approved by Landlord. Any changes in the Approved Plans must also be approved by Landlord. Tenant shall not be permitted to modify the Building, the premises, or Shopping Center in any way, including but not limited to the structural, mechanical, and electrical systems, except as approved by Landlord on the Approved Plans. No alterations by Tenant to the Leasehold Improvements and the Premises shall be allowed at any time except as provided in the Lease. 3. Once the Approved Plans have been developed, Tenant, at its sole cost and expense, shall apply for and obtain any and all governmental permits, licenses and/or approvals which are required for Tenant to construct the Tenant’s Work in accordance with the Approved Plans. (The foregoing approvals, licenses and permits are collectively referred to as the “Tenant Permits”.) 4. One the Tenant has obtained the Tenant Permits, Tenant shall post with Landlord either a payment and performance bond naming Landlord as the sole obligee or an irrevocable clean letter of credit to the benefit of Landlord issued by a federally insured bank acceptable to Landlord in an amount equal to 120% of the cost to complete the Tenant’s Work as determined by Landlord’s Architect (the foregoing payment and performance bond and/or Approved Letter of Credit is hereinafter referred to as the “Construction Deposit”). The Construction Deposit shall be held by Landlord until such time as Tenant has (i) completed construction of the Tenant’s Work, delivered to Landlord final releases of liens from Tenant’s Contractor and all subcontractors, materialmen and suppliers providing work, labor, materials or supplies incorporated into the Tenant’s Work and (ii) has delivered to Landlord a certificate of occupancy or equivalent evidence issued by the appropriate governmental agencies evidencing that the Tenant’s Work has been completed in accordance with all applicable laws and the Premises may be lawfully occupied for the Permitted Use. In the event of a default by Tenant under this Exhibit and/or the Lease, Landlord reserves the right to cure such default and deduct from the Construction Deposit the costs incurred by Landlord together with interest thereon at the Interest Rate. Tenant shall have no right to commence construction of the Tenant’s Work until such time as Tenant has delivered to Landlord the Construction Deposit and evidence that Tenant has insurance which complied with the provisions of Part IV of the General Lease Provisions. 5. Tenant shall perform the Tenant’s Work in a first class workmanlike manner and in accordance with all applicable laws, ordinances and regulations. It shall be the responsibility of Tenant to obtain the Tenant Permits and any and all permits, licenses and approvals necessary or required for Tenant to construct the Tenant’s Work, to occupy the Premises, and to operate therein the Permitted Use. Tenant further agrees that, with respect to its construction of the Tenant’s Work, it will (i) not damage, delay or interfere with the prosecution or completion of any work being performed by Landlord or any other person(s) in or about the Premises, the Real Property, Building or the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part rest of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, Shopping Center; (ii) affect any structural element of the Buildingcomply with all procedures and regulations prescribed by Landlord, (iii) adversely affect any Building systemfrom time to time, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such coordination of Tenant’s Work as are cosmetic alterations and activities with any other work being performed by Landlord or any other construction in the Shopping Center; (such as painting iii) conform to all of Landlord’s regulations with respect to construction and labor and not do or permit anything to be done that might create (or hinder the interior cessation of) any work stoppage, picketing or other labor disruption or dispute. 6. Tenant shall be required to limit its construction activities to the Premises and/or areas designated by Landlord. It will be the responsibility of the Tenant to store all its materials, supplies and equipment within the Premises, carpetinglocking the same at the end of each day, it being agreed that Landlord shall have no responsibility or liability whatsoever for any loss or damage to any fixtures or equipment installed or left in the Premises. Tenant shall be required to repair, replace or restore any damage to the Building, Common Areas or Shopping Center caused by Tenant, Tenant’s Contractor and/or its employees, agents or permittees. 7. Tenant at its sole expense will carry Builders Risk coverage during construction activities in an amount equal to 100% of the replacement cost of the completed work. Tenant shall hold harmless and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”)indemnify Landlord from any claims, provided Tenant complies with the other applicable provisions of this lease. expenses, or judgments arising from Tenant’s Work or any other tenant improvements or construction, materials used or stored for said improvements, or the material, equipment, operations/activities of their contractors and subcontractors. Tenant shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good also hold harmless and workerindemnify Landlord against financial losses arising from any non-like manner using new materials of first class quality and in compliance with this leasestate, all Laws county and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Federal codes, permits or environmental impact resulting from Tenant’s Work, Tenant shall soundproof the Premises or any other tenant improvements or construction of expansion space. PART I — RENT C-1 Section 1.01. Security Deposit C-1 Section 1.02. Lease Year and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the PremisesCalendar Year C-1 Section 1.03. Minimum Rent C-1 Section 1.04. Tenant’s Work shall be fully paid for by Tenant when payment is due Proportionate Share of Common Area Maintenance Costs and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statementsInsurance C-2 Section 1.05. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andIntentionally Omitted C-2

Tenant’s Work. Section 5.1 Except as may be expressly provided (a) If Tenant desires to perform any work in this leasethe Premises, Tenant shall not replace any fixtures in shall, at Tenant’s sole cost and expense, submit to Landlord for Landlord’s written approval, detailed construction and working drawings of the work to be performed by Tenant to the Premises or make any changes, improvements, alterations or additions (collectively, the “Tenant’s Work”), which drawings shall be to the Premisesextent and nature required by the municipality in order to obtain a building permit (or, the Real Propertyif no permit is required, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. such drawings and/or plans shall contain such detail as is reasonably necessary for Landlord’s consent shall therefor). Tenant may not be unreasonably withheld or delayed if commence Tenant’s Work (a) is nonstructural, unless and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first until Landlord has approved by Landlord such plans in writing (which approval shall not be unreasonably withheld withheld, conditioned or delayed), and Tenant obtains all necessary permits and approvals therefor. Xxxxxxxx’s consent Tenant shall not be required with respect to such perform all of the Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new workmanlike manner, employing materials of first class good quality and in compliance with this leaseall applicable permits and authorizations and building and zoning laws and with all other applicable laws, ordinances, orders, rules, regulations and requirements of all Laws federal, state, county and Tenant’s Plans (as defined municipal governments, departments, commissions, boards and offices, and in Section 5.2) as approved by Landlordcompliance with the terms and conditions of the Lease. As part Furthermore, Tenant agrees that upon completion of the Tenant’s Work, Tenant shall soundproof the Premises furnish Landlord with releases of lien(s) from all contractors and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside materialmen having performed work or supplied material within the Premises, in a form reasonably approved by Landlord. All contractors performing Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by subject to the granting prior written approval of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s which approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld withheld, conditioned or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and delayed. (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (Provided that Tenant is not in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed default in the performance of any of its obligations under the Lease (as amended hereby), Landlord shall provide Tenant with a construction allowance (the “Tenant Improvement Allowance”) of up to $156,600.00 (based upon a rate of Eight Dollars ($8.00) per rentable square foot of the Premises), which shall be used to reimburse Tenant for Tenant’s Costs (hereinafter defined) for the Tenant’s Work, andwhich work must be actual cosmetic work, remodeling, or improvements to the Premises. “Tenant’s Costs” shall mean Tenant’s out-of-pocket contract or purchase price(s) for materials, components, labor and services for the Tenant’s Work, including any architectural and engineering fees, but excluding any costs for furniture, fixtures, or equipment. Prior to payment of the Tenant Improvement Allowance, the total amount of Tenant’s Costs shall be subject to examination by Landlord, and Tenant shall provide Landlord with copies of all invoices and other backup documentation reasonably requested by Landlord relative thereto. The Tenant Improvement Allowance shall be payable within thirty (30) days after the latest to occur of the following: (i) Tenant has completed Tenant’s Work; (ii) Tenant has submitted to Landlord paid invoices from the contractors and subcontractors performing the work and such other supporting documentation as Landlord may reasonably require; and (iii) Tenant has delivered to Landlord releases of lien(s), in a form reasonably approved by Landlord, from all contractors, subcontractors and materialmen having performed work or supplied material in connection with Tenant’s Work. If Tenant is in default of any of its obligations under the Lease at the time the Tenant Improvement Allowance would otherwise be due to Tenant hereunder, and Tenant subsequently cures such default, then Landlord shall pay to Tenant the portion of the Tenant Improvement Allowance requested by Tenant within thirty (30) days after such cure, so long as the same occurs within twelve (12) months after the date hereof as required by this Section. In the event Tenant fails to utilize the entire Tenant Improvement Allowance, Tenant shall be entitled to credit up to Thirty-Nine Thousand One Hundred Fifty Dollars ($39,150.00) (based upon a rate of Two Dollars ($2.00) per rentable square foot of the Premises) of such excess portion of the Tenant Improvement Allowance against the Base Rent due under the Lease. In the event Tenant’s Costs for the Tenant’s Work exceed the amount of the Tenant Improvement Allowance, Tenant shall be solely responsible for such excess costs. All requests for the Tenant Improvement Allowance (and the satisfaction of the foregoing conditions) shall be made no later than the date that is twelve (12) months after the date hereof, or the same shall be forfeited by Tenant. Lincoln Property Company Commercial, Inc. shall be entitled to receive a construction supervision fee equal to Landlord’s out-of-pocket expenses incurred in connection therewith, not to exceed five percent (5%) of Tenant’s Costs, which construction supervision fee shall be paid for from the Tenant Improvement Allowance.

Tenant’s Work. Subject to Section 5.1 Except as may be expressly provided in this lease18.12, on or before the Commencement Date, Tenant shall not replace any fixtures shall, at its sole cost and expense, complete all Tenant's Work in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies substantial accordance with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Final Plans (as defined in Section 5.2below) as approved by Landlord. As part Ten (10) days prior to the Premises Delivery Date, Tenant will be permitted by Landlord to enter the Premises for the purpose of performing Tenant’s Work's Work and for the purpose of installing its fixtures and other equipment, provided (i) Tenant shall have obtained Landlord's written approval of the Final Plans, (ii) Tenant shall have deposited with Landlord the certificates of insurance required in Sections 12.3 and 12.4; and (iii) Tenant's activities shall not interfere with or delay Landlord's Work which shall be reasonably determined by Landlord. Tenant shall, at its expense, remove from the Premises and from the Project all trash which may accumulate in connection with Tenant's activities and, should Tenant fail to do so, Landlord may, no earlier than five (5) business days after providing written notice to Tenant, in addition to any other right or remedy of Landlord, remove such trash following written notice to Tenant, at Tenant's expense, and the reasonable expenses so incurred by Landlord shall be due and payable by Tenant as Additional Rental, upon demand. During such period, Tenant shall soundproof perform all duties and obligations imposed by this Lease, including, without limitation, those provisions relating to insurance and indemnification. All improvements to the Premises made or performed by Tenant pursuant to Sections 8.2 or 10.4 and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work Exhibit "C" shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with Tenant throughout the Premises, at Term. Upon the expiration of the Term (or the sooner earlier termination of this lease in accordance with its provisions) Lease, all improvements to the Premises, not including any trade fixtures, ATMs, vault, equipment, Tenant's signs and any items identifying the Tenant's business or Tenant's proprietary marks, or other removable personal property, shall be Landlord's property and shall be surrendered to Landlord unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in to remove any such improvements made by Tenant pursuant to Exhibit "C" or Section 10.4 which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, do at Tenant’s expense, deliver to Landlord detailed plans its sole cost and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed expense prior to the extent Xxxxxxxx’s consent end of the Term. Notwithstanding anything to Xxxxxx’s Work shown on Tenant’s Plans is not the contrary contained herein, Landlord shall continue to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall liable for (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such worklatent defects, and (b) deliver patent defects in Landlord's Work, notice of which, is delivered to Landlord such security as shall be reasonably satisfactory to Landlord, and within one (c1) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing year of the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andPremises Delivery Date.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, In the event Tenant shall not replace desires any fixtures in the Premises or make any changes, improvements, alterations or additions improvements to be made to refurbish the Remaining Premises (collectively, the “Tenant’s Work”), to the Premises, the Real Property, the Building systems, then said alterations or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work improvements shall be performed, performed at Tenant’s expensesole cost and expense (including, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this leasewithout limitation, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Workany dumpster fees, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installationutility fees, and shall remain upon hoisting charges during construction) and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Section 5.2 of the Lease. In the event Tenant’s Work entails more than a cosmetic remodel consisting of repainting the walls and replacing the carpet and/or wallcovering, Tenant shall provide Landlord relinquishes its rights theretowith detailed plans and specifications for Tenant’s Work (“Tenant Plans”) necessary to price, permit and construct any Tenant’s Work. The Tenant Plans will be subject to Landlord’s review and approval, which shall not be unreasonably withheld, conditioned, delayed, or denied and the work contemplated thereby must maintain the continuity of the appearance of the Building and shall not cause the mechanical systems of the Building to become unsafe, hazardous, or overloaded as reasonably determined by Landlord. Landlord shall review the Tenant Plans within seven (7) Business Days after receipt thereof and either (i) approve same or (ii) specify, in which case reasonable detail, the revisions required to enable approval. If Landlord fails to notify Tenant of Landlord’s disapproval of the Tenant Plans as provided above within such seven (7) Business-Day-Period, then Landlord shall be obligated deemed to remove such have given its approval of Tenant’s Plans. Tenant will have the right to utilize any union or non-union affiliated licensed general contractor (“Tenant’s Contractor”) for the construction of Tenant’s Work. Tenant’s Contractor shall be subject to Landlord’s review and approval, which shall not be unreasonably withheld, conditioned, delayed, or denied. Landlord shall promptly review Tenant’s Contractor within three (3) Business Days of receipt of Tenant’s selection and notification and shall either (a) approve the same, or (b) specify, in reasonable detail, the reasons why Tenant’s Contractor was not approved. If Landlord fails to notify Tenant of Landlord’s disapproval of Tenant’s Contractor as provided above within the three (3) Business-Day-Period, then Landlord shall be deemed to have given its approval of Tenant’s Contractor. The construction of Tenant’s Work shall be allowed to commence on the later to occur of (x) approval of the Tenant Plans, (y) approval of Tenant’s Contractor, and (z) Landlord’s receipt of copies of all necessary permits for the construction of Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and

Tenant’s Work. (a) Except for Landlord’s Work (as defined in Section 5.1 Except as may be expressly provided in this lease4 of Exhibit A-1 hereto), Tenant shall not replace any fixtures in all of the work required to prepare the Premises or make any changes, improvements, alterations or additions for Tenant’s use and occupancy (collectively, “Tenant’s Work”)) shall be performed by Tenant pursuant to this Exhibit, in accordance with all of the provisions of the Lease relating to Alterations, as applicable, and all other applicable provisions of the PremisesLease, including the Real Propertyinsurance, the Building systems, or any part thereof, without Xxxxxxxx’s prior consentdamage and indemnification provisions. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant acknowledges that Tenant’s Work (a) is nonstructuralbeing accomplished for its own account, Landlord having no responsibility or obligation in respect thereof, subject to the obligations of Landlord set forth herein in respect of the Improvements Allowance and those set forth in Exhibit A-1 hereto. (b) does not The parties acknowledge and agree that Tenant’s Work may, if Tenant requires, include (without limitation) the following, in accordance with the provisions of the Lease and this Exhibit: (i) affect any part installation of the Real Property outside the Premises (including the Building roofsupplemental HVAC unit(s) for Tenant’s server room or the exterior of the Premises, Tenant’s specialized areas; (ii) affect any structural element construction of the Building, an employee break-room; (iii) adversely affect any Building systemconstruction of an employee gym with restrooms, or showers and lockers; and (iv) require an amendment construction of certain office improvements and secure areas to meet the clearance requirements for certain government contracts and security clearances. (c) The parties acknowledge that the Building is not certified under the Leadership in Energy and Environmental Design program of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and U.S. Green Building Council (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed“LEED”). Xxxxxxxx’s consent Tenant shall not be required by Landlord to comply with respect LEED unless required by a governmental agency in accordance with applicable Laws. (d) Tenant shall not be required by Landlord to such of install a direct digital control (“DDC”) system unless required by a governmental agency in accordance with applicable Laws. Notwithstanding the foregoing, (i) Tenant may evaluate whether the existing DDC system in the Building has adequate capacity for Tenant’s Work as are cosmetic alterations improvements, and Tenant shall have the right to tie into the Building’s existing DDC system, at Tenant’s sole cost and expense (such as painting or from the interior Improvements Allowance) but without payment of a separate charge for Landlord’s system (subject to the provisions of the Premises, carpetingLease relating to Operating Expenses), and installation of shelving (ii) if Tenant elects to do so, Landlord, at Landlord’s sole cost and display cases) inside expense, shall do such work, if any, as may be required to put the existing DDC panel serving the Premises (“Cosmetic Alterations”)in good working order, provided after notice from Tenant complies within the applicable Inspection Period and otherwise in accordance with the other applicable provisions of Section 4 of Exhibit A-1 hereto. (e) Notwithstanding anything to the contrary contained in this lease. Lease, (i) Landlord and Tenant agree that the mechanical contractor for Tenant’s Work shall be performedone of ACCO, Air Conditioning Solutions, Integrated Mechanical, Air Tec, Xxxxxxx Mechanical, Inc., Emcor Services/Mesa Energy Systems, Western Allied Corporation, CE Mechanical, Control Air, Vision Mechanical, Western Air Xxxxxxx, as selected by Tenant, and that the fire and life safety contractor for Tenant’s Work shall be one of Pyro Comm, Chubb, TRL Systems, BEC, Inc., Simplex Xxxxxxxx, ISC Electronic Systems or HCI Systems, Inc., as selected by Tenant; and (ii) Tenant’s Work shall be performed by other contractors and subcontractors reasonably approved in advance in writing by Landlord, which may be union or non-union contractors or subcontractors. (f) Landlord hereby approves Xxxxxxx Architecture as Tenant’s architect (“Tenant’s Architect”), and ARC Engineering as Tenant’s engineer for the preparation of mechanical, electrical and plumbing drawings and specifications. Tenant, at Tenant’s expensesole option, shall have the right to select another architect and engineer subject to Landlord’s approval which shall not be unreasonably withheld, delayed or conditioned (except with diligence when started so as respect to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans Work that affects the Building’s structure, systems or equipment, in which case, Tenant’s right to select another architect and engineer shall be subject to Landlord’s sole discretion). (g) [Intentionally omitted]. (h) Tenant, as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant and subject to Landlord’s reasonable conditions, shall soundproof be allowed to install vertical shafts and/or risers to the Premises roof and install appropriate ventilation if required so that other areas in the Building for water, sanitary sewer, gas and gas exhaust, including tying into the Building gas system, as well as vent shafts and a grease interceptor or grease trap, as needed, in connection with the construction of Tenant’s use kitchen on the fifth floor of the Premises shall Premises; provided, however, that (i) Landlord makes no representations or warranties regarding such installation or the need to upgrade the existing Building gas systems, (ii) Tenant (and not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work Landlord) shall be fully paid responsible for by Tenant when payment is due making any upgrades to the Building Structure and shall not be financed with any conditional sales or title retention agreements or by Systems for purposes thereof (including as needed to maintain adequate gas capacity for the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration remainder of the Term Building), (or the sooner termination of this lease in accordance with its provisionsiii) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be solely obligated to remove repair and maintain the same after installation thereof; and (iv) Tenant shall install a meter or submeter for the same and shall pay separately for the gas usage thereof. Any such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory installation shall be subject to Landlord, prepared, certified, signed ’s reasonable conditions therefor and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not otherwise be unreasonably withheld or delayed pursuant to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to terms of this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (Exhibit A and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andthis Lease.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures have the right to perform certain alterations and improvements in the Premises or make any changes, improvements, alterations or additions (collectively, the “Tenant’s WorkInitial Leasehold Improvements”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Leasehold Improvements in the PremisesPremises unless and until Tenant has complied with all of the terms and conditions of Article 4 of the Lease, the Real Property, the Building systems, or any part thereofincluding, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work limitation, approval by Landlord of (a) is nonstructuralthe final plans for the Initial Leasehold Improvements, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not to be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for retained by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove perform such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to LandlordInitial Leasehold Improvements, and (c) deliver the insurance coverage obtained by Tenant and its contractors in connection with the Initial Leasehold Improvements. Tenant shall be responsible for all elements of the plans for the Initial Leasehold Improvements (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 such plans shall in no event relieve Tenant of the responsibility therefor. Landlord’s approval of the contractors to Landlord certificates perform the Initial Leasehold Improvements shall not be unreasonably withheld. Landlord’s approval of the general contractor to perform the Initial Leasehold Improvements shall not be considered to be unreasonably withheld if any such general contractor (in form i) does not have trade references reasonably acceptable to Landlord, (ii) evidencing does not maintain insurance as required by Landlord, (iii) does not have the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons ability to be employed bonded for the work in an amount satisfactory to Landlord, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the performance state and municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of any Tenant’s Work, andthe reasons why Landlord may reasonably withhold its consent to a general contractor.

Tenant’s Work. Section 5.1 Except Tenant agrees, prior to the commencement of the term of this at Tenant's sole cost and expense, to perform all work of whatever nature in accordance with Tenant's obligations forth in Exhibit "C" as may "Tenant's Work". Tenant shall prepare and submit to Landlord store design and working drawings of Tenant's Work with respect to the leased premises prepared in the manner and within the time periods specified in Exhibit "C". No material deviations from the final plans and specifications, once approved by Landlord shall be expressly permitted. Landlord's review of Tenant's plans and specifications shall not constitute the assumption of any responsibility by Landlord for their accuracy or sufficiency. and shall in no event create an express or implied confirmation that Tenant's design and/or working drawings have been prepared in accordance with the requirements of applicable laws, codes, ordinances and regulations, and Tenant shall be solely responsible with respect to all necessary compliance with laws, codes, ordinances and regulations. In the event Tenant's plans and specifications, in the sole judgment of Landlord or Landlord's architect, are incomplete, inadequate or inconsistent with the terms of this Lease and/or do not conform to the standards of design, motif, decor and quality established or adopted by Landlord and/or would tend to create an imbalance with or be incompatible with adjoining premises, and/or would subject Landlord to additional costs or expenses in the performance of Landlord's Work, and/or would provide for or require any installation or work which is or might be unlawful or create an unsound or dangerous condition or adversely affect the structural soundness of the leased premises or the building of which the same forms a part, and/or would interfere with the use and enjoyment of any adjoining space in the building in which the leased premises are located, then, in the event Landlord determines that Landlord and Tenant are unable to agree upon store design drawings and, or working drawings Landlord shall have the option, upon ten (10) days' written notice to Tenant to declare this Lease null and void and of no further force and effect, in which event this Lease shall terminate, but Tenant shall remain liable for all obligations arising during the original stated term as provided in this lease, Lease. All work performed by Tenant shall not replace comply with such rules and regulations as Landlord and its representatives may make. It is further understood and agreed that: Landlord shall have no responsibility or liability whatsoever for any fixtures loss of, or damage to, any fixtures, equipment, merchandise, or other property belonging to Tenant, installed or left in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), leased premises. Tenant shall obtain at its sole cost and immediately thereafter furnish to Landlord all certificates and approvals with respect to work done and installations made by Tenant that may be required for the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part issuance of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the a certificate of occupancy for the Premises or leased premises, so that such certificate of occupancy shall be issued and the Building, ( c) is not visible outside leased premises shall be ready for the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such opening of Tenant’s Work as are cosmetic alterations (such as painting 's business on the interior Commencement Date. Upon the issuance of the Premisescertificate of occupancy, carpeting, a copy thereof shall be immediately delivered to the Landlord. Tenant hereby expressly agrees that the entry or occupancy of the leased premises by Tenant or Tenant's agents or contractors prior to the date herein fixed for the commencement of the term of this Lease shall be governed by and installation shall be subject to all of shelving the terms and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performedLease, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises observe and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid perform all its obligations under this Lease, including, without limitation, its obligation to pay charges for by Tenant when payment is due temporary water, heating, cooling, lighting, insurance and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, other charges pursuant to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of Exhibit "C", but excepting its obligations to pay Minimum Rent, Percentage Rent, Taxes, common area maintenance expenses and annual promotional charge, from the date upon which the leased premises are made available to Tenant for its work (or from the date when Tenant commences to perform Tenant's Work, if earlier) until the actual commencement of the term of this Article that Landlord relinquishes its rights theretoLease pursuant to Section 1.02 hereof. From and after delivery of possession of the leased premises to Tenant, in which case Tenant shall be obligated to remove such complete Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s 's Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New Yorkleased premises, and suitable to cause Tenant's trade fixtures and merchandise to be installed and stocked in the leased premises and be ready to open for filing business as provided in Section 1.02 hereof. The opening by Tenant of Tenant's business in the leased premises shall constitute an acknowledgment by Tenant that Landlord has performed all of Landlord's Work with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed respect to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Articleleased premises. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, and------- SEE ATTACHED RIDER FOR INSERTS

Tenant’s Work. Section 5.1 Except The actual cost of all of the following shall be paid through the construction escrow described hereinafter from the Tenant Improvement Allowance and the Tenant Deposits, if necessary, [as may such terms as hereafter defined]. (a) Landlord and Tenant have agreed that Landlord shall provide the construction material, hardware and equipment and the labor to construct and install the improvements to the Demised Premises described in the Plans (as that term is hereinafter described). The material, hardware and equipment as incorporated into the Demised Premises pursuant to the Plans are herein collectively referred to as the "Tenant's Work". Subject to the provisions of this Work Letter, Landlord and Tenant have agreed to proceed diligently to cause the Tenant's Work approved by Landlord to be expressly provided completed in accordance with the terms and conditions of the Lease and this leaseWork Letter. (b) Landlord shall submit instructions and Building plans and Specifications described as ______________ and dated _____________ to Chapo & Hall Architects (the "Architect") sufficient to allow the Architect to complete a Preliminary Space Plan. (c) Tenant agrees to cause Architect to deliver to Landlord on or before ______________ plans for the Demised Premises ("Preliminary Space Plans"). (d) On or before _________________, Tenant shall not replace any fixtures in cause the Premises or make any changes, improvements, alterations or additions Architect to deliver to Landlord architectural construction drawing (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent which shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not include (i) affect any part furniture plans showing details of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, space occupancy; (ii) affect any structural element of the Building, sprinkler locations; (iii) adversely affect any Building system, or reflected ceiling plans; (iv) require an amendment of the certificate of occupancy partition and door location plans; (v) electrical and telephone plans noting any special requirements; (vi) fire safety systems; (vii) plumbing plans; (viii) structural plans; (ix) detail plans; and (x) finish plans and schedules) and also specifications for the Tenant's Work to be performed in the Demised Premises or which architectural construction drawings and specifications are acceptable to Tenant and sufficient in all respects for Tenant to cause Tenant's mechanical/plumbing and electrical engineer, Michxxx Xxxx Xxxineering (the Building"Engineer") to prepare the Mechanical/Plumbing and Electrical Drawings (as hereinafter defined) and cause the structural engineer Lyonx, ( cXxxxxx xxx Associates, Inc., (the "Structural Engineer") is not visible outside to prepare the Premises Structural Drawings (as hereinafter defined). Such architectural drawings and (d) is performed only by contractors and subcontractors first approved by Landlord (specifications shall be subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed), within seven (7) days of receipt by Landlord of a complete set of such architectural construction drawing and specifications. Xxxxxxxx’s consent If Landlord does not approve the same, Landlord shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting the interior advise Tenant in writing generally of the Premiseschanges required in such architectural construction drawings and specifications so that they will meet the Landlord's approval. Tenant shall cause the Architect to revise such architectural construction drawings and specifications pursuant to Landlord's comments and to deliver to Landlord, carpetingwithin seven (7) days after receipt by Tenant of such comments, revised architectural construction drawings and installation specifications noting the changes for Landlord's approval. Landlord shall continue to comment on such architectural construction drawings and specifications within seven (7) days of shelving receipt of such revised architectural construction drawings and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good specifications until such architectural construction drawings and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as specifications are approved by Landlord. As part of Tenant’s WorkSuch architectural construction drawings and specifications when approved by Landlord are referred to herein as the "Preliminary Architectural Plans". (e) Tenant agrees to cause the Architect and the Engineer to prepare mechanical, Tenant shall soundproof plumbing and electrical drawings for the Demised Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver said drawings to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in within thirty (30) days after Landlord approves the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Preliminary Architectural Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans Tenant and the Engineer shall not be unreasonably withheld or delayed cooperate fully to provide all information (f) Tenant agrees to cause the extent Xxxxxxxx’s consent Architect and the Structural Engineer to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (prepare structural drawings for the Building and deliver said drawings to Landlord copies ofwithin thirty (30) all required permits and authorizations of any Authority for such work, and (b) deliver to days after Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing approves the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andPreliminary Architectural

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, Tenant shall not replace any fixtures in the Premises or make any changes, improvements, alterations or additions (collectively, “Tenant’s Work”), to the Premises, the Real Property, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) Any alterations or construction not included as part of the Landlord's Work and any changes desired by the Tenant which depart from the Building's standard or which involve the use of materials not standard to the Building are the Tenant's Work. The Tenant's Work is nonstructural, subject to the Landlord's prior written approval and shall be completed at the expense of the Tenant. (b) does not (i) affect any part All permits necessary for the installation of the Real Property outside Tenant's Leasehold improvements and approval of plans must be obtained from the applicable authorities prior to the commencement of installations by the Tenant at its expense. The Tenant's Work shall be carried out in accordance with section 9. (c) The Tenant and its contractors are responsible to remove garbage and debris from the Premises (including daily and place same into garbage containers provided by the Building roof) or Landlord for that purpose. All tenants will be assessed their share, as reasonably determined by the exterior Landlord, of the cost of providing empty garbage containers on the job site during the construction of their Premises, (ii) affect any structural element . Any of the Building, Tenant's garbage or debris removed by the Landlord's employees will be charged to the Tenant's account and shall be payable as Additional Rent by the Tenant within fifteen (iii15) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and days following invoice. (d) is performed only The Tenant will pay to the Landlord within fifteen (15) days of demand: (a) all reasonable costs incurred by contractors and subcontractors first approved by the Landlord (which approval shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such of Tenant’s Work as are cosmetic alterations (such as painting supervision and administration during the interior installation of the PremisesLeasehold Improvements, carpetingincluding without limitation, supervision by mechanical, engineering and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for such work, and consultants; (b) deliver all reasonable costs incurred by the Landlord during the period the Tenant fixtures the Premises for vertical transport of men and materials with respect to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed carrying out of the Tenant's Work in the performance of any Tenant’s Work, Premises; and

Tenant’s Work. Section 5.1 Except as may be expressly provided in this lease, 1. Tenant shall not replace any fixtures perform Tenant's Work in the Premises or make any changesaccordance with all laws, improvements, alterations or additions rules and ordinances (collectively, “Tenant’s Work”), "Laws") applicable to the Premises, the Real Propertyincluding, without limitation, the Building systems, or any part thereof, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part building codes of the Real Property outside jurisdiction in which the Premises (including the Building roof) or the exterior is located and all requirements of the PremisesAmerican With Disabilities Act. 2. Tenant's Work and, (ii) affect any structural element of except to the Buildingextent as may be specifically otherwise provided in the Lease, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for all subsequent work in the Premises or which Tenant may wish to perform, shall be subject to the Buildingadvance written approval by Landlord, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld withheld, conditioned or delayed). 3. Xxxxxxxx’s consent Tenant shall, prior to commencement of Tenant's Work and at Tenant's sole cost and expense, obtain all required building and other permits and post said permits at the Premises as required. 4. The loads imposed by Tenant's Work (including dead and live loads) shall not exceed the allowable load capacity of the existing structural systems and components thereof. Tenant shall ensure at its sole cost that all floors in the Premises remain level at all times. 5. Tenant shall use only new or like-new materials for Tenant's Work, including improvements, equipment, trade fixtures and all other fixtures. Notwithstanding the foregoing, Tenant may reuse portions of existing improvements subject to Landlord's prior written approval, which approval not to be unreasonably withheld, conditioned or delayed, provided that said approval shall in no manner relieve Tenant from the requirement that Tenant's Work comply with this Lease and all applicable laws. Landlord makes no warranty or representation as to the condition or suitability of existing improvements reused by Tenant. 6. Tenant shall make no marks or penetrations into the roof, upper floor decks, exterior walls, or floors, unless approved by Landlord in advance, which approval shall not be required with respect unreasonably withheld, conditioned or delayed. 7. If any Tenant's Work being performed by Tenant to connect to Landlord's utilities requires access through space occupied by any other tenant or otherwise will affect any other tenant and Landlord has approved such of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s 's Work, Tenant shall soundproof be responsible for coordinating such Work with such other tenant, restoring said tenant's premises to its original condition following such Work, repairing any damages to said tenant's personal property and compensating said other tenant for any costs or expenses incurred by it on account of such Work. 8. Tenant shall retain Landlord's identification signs or, at Tenant's cost, provide new signs for Landlord's utilities, valves, and other such devices in the Premises. 9. Landlord may, at its election, require testing as to the affect of Tenant's Work on the structural components of the building (the "Building") and/or the Premises and install appropriate ventilation if required so that major Building systems (i.e., fire/life safety issues, code compliance, and plumbing and electrical systems), and Tenant shall cooperate with any reasonable testing procedure. 10. No approval from Landlord with respect to any aspect of Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s 's Work shall be fully paid for valid unless in writing and signed by an authorized representative of Landlord. 11. Tenant when payment is due and acknowledges that the Lease Commencement Date shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed due solely to the extent Xxxxxxxx’s consent fact that Tenant's Work has not been completed by such dates or due solely to Xxxxxx’s Work shown on Tenant’s Plans the fact that Tenant is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations open for business as of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, anddates.

Tenant’s Work. Section 5.1 Except as may On and after the Commencement Date, Tenant, at its sole cost and expense (subject to the TI Allowance), shall be expressly provided responsible for constructing initial improvements in this lease, Tenant shall not replace any fixtures in and to the Premises or make any changes, improvements, alterations or additions in accordance with the work exhibit attached hereto as Exhibit B (collectively, “Tenant’s Work”). In addition, during this time period, Tenant shall have the exclusive right to use and control physical access to the Premises (subject to Landlord’s rights and obligations under this Lease), including but not limited to, the right to install its furniture, furnishings and equipment in the Premises, generally prepare the Real Property, Premises for occupancy and actually occupy the Building systems, or any part thereofPremises for the conduct of business, without Xxxxxxxx’s prior consent. Landlord’s consent shall not be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructural, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior foregoing causing an acceleration of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval Rent Commencement Date. Tenant shall not be unreasonably withheld or delayed). Xxxxxxxx’s consent shall not be required with respect to such complete all of Tenant’s Work as are cosmetic alterations (such as painting the interior of the Premises, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work shall be performed, at Tenant’s expense, with diligence when started so as to promptly complete it in a good and worker-like workmanlike manner using new materials of first class quality and in compliance with this lease, all Laws and Tenant’s Plans (as defined in Section 5.2) as approved by Landlord. As part of Tenant’s Work, Tenant shall soundproof the Premises and install appropriate ventilation if required so that Tenant’s use of the Premises shall not result in noise and/or odors being transmitted outside the Premises. Tenant’s Work shall be fully paid for by Tenant when payment is due and shall not be financed with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. Tenant’s Work shall be deemed, upon installation, to be improvements and betterments that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant in accordance with the provisions of this Article plans and specifications approved by Landlord and Tenant as provided in Exhibit B, as the same may be amended from time to time (subject to written approval by Landlord and Tenant), and shall use reasonable efforts to complete Tenant’s Work on or before the Rent Commencement Date, provided, however, that any failure by Tenant to complete Tenant’s Work before the stated Rent Commencement Date shall not postpone or delay such date, unless such failure is caused by Landlord relinquishes its rights theretoor Landlord’s employees, agents or contractors, in which case Tenant the Rent Commencement Date shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any delayed two (2) days for every day of delay in the completion of Tenant’s Work other than purely Cosmetic Alterationscaused by Landlord or Landlord’s employees, Tenant shallagents or contractors, at provided, however, that any such delay of the Rent Commencement Date shall be expressly conditioned on Tenant’s expense, deliver to Landlord detailed diligent submission of plans and specifications, specifications for Tenant’s Work, Work for Landlord review and approval in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New York, and suitable for filing accordance with the applicable Authority, if filing is required by applicable Laws (such plans terms and specifications together with revisions thereto, collectively, “conditions of Exhibit B attached hereto and Tenant’s Plans”), diligent and obtain continuous prosecution of Tenant’s Work following Landlord’s approval of Xxxxxx’s Planssuch plans and specifications. Xxxxxxxx’s approval If any aspect of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to XxxxxxTenant’s Work shown on Tenantwould affect any Building Systems (as hereinafter defined), Landlord shall have the right to reasonably require Tenant to utilize Landlord’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies of) all required permits and authorizations of any Authority for pre-approved vendors and/or contractors in connection with such work. All Tenant Improvements, and (b) deliver to Landlord such security as defined in Exhibit B, shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing remain the following insurance coverages from each contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in property of Tenant during the performance of any Tenant’s Work, andTerm.

Tenant’s Work. Section 5.1 Except as may be expressly provided in this leasei. Subject to the provisions of Articles 3, 61 and 64 hereof, Tenant shall perform or cause the performance of alterations in and to the Demised Premises to prepare same for Tenant’s occupancy thereof including, but not replace any fixtures in the Premises or make any changeslimited to, improvementsinstallation of all interior plumbing, alterations or additions and lighting fixtures, ceiling treatments, interior partitions, window treatments, floor and wall coverings (collectively, “Tenant’s WorkInitial Alteration”)) and all furniture, furnishings and equipment to adapt the Demised Premises for the Permitted Use. All materials used in connection with Tenant’s Initial Alteration shall be new and first quality. Tenant shall submit to Owner detailed architectural, mechanical and engineering plans and specifications prepared by Xxxxx Xxxx Design showing Tenant’s Initial Alteration, which shall be prepared for Tenant, at Tenant’s expense, and to the Premisesextent not pre-approved shall be submitted to Owner at least thirty (30) days prior to the commencement of any work by Tenant, the Real Property, the Building systems, or any part thereof, without Xxxxxxxxfor Owner’s prior consent. Landlord’s consent shall approval (such approval not to be unreasonably withheld or delayed if Tenant’s Work (a) is nonstructuralwithheld, and (b) does not (i) affect any part of the Real Property outside the Premises (including the Building roof) or the exterior of the Premises, (ii) affect any structural element of the Building, (iii) adversely affect any Building system, or (iv) require an amendment of the certificate of occupancy for the Premises or the Building, ( c) is not visible outside the Premises and (d) is performed only by contractors and subcontractors first approved by Landlord (which approval shall not be unreasonably withheld conditioned or delayed). Xxxxxxxx’s consent The plans and specifications, as approved by Owner, are hereinafter referred to as the “Final Plans”, and shall not be required with respect deemed an authorization by Owner for Tenant to proceed after the date hereof or such of earlier date as Owner may permit Tenant to have access to the Demised Premises for Tenant’s Work as are cosmetic alterations (such as painting the interior of the PremisesInitial Alteration, carpeting, and installation of shelving and display cases) inside the Premises (“Cosmetic Alterations”), provided Tenant complies with the other applicable provisions of this lease. Tenant’s Work which shall be performed, at Tenant’s expenseoption, by Owner (pursuant to Paragraph ii below) or by contractors reasonably approved by Owner and otherwise in accordance with diligence when started so as the terms of this Lease. The approval of the Final Plans by Owner shall not be deemed to promptly complete it create any liability on the part of Owner with respect to the design or specifications set forth in a good and worker-like manner using new materials the Final Plans or an acknowledgment on the part of first class quality and the Owner that the Final Plans are in compliance with this leaseall applicable governmental laws, all Laws rules and regulations. Owner shall respond to Tenant’s Plans request for approval of Tenant’s plans within ten (as defined in Section 5.210) business days after receipt of such plans. ii. Owner shall reimburse Tenant for a portion of the cost of Tenant’s Initial Alteration, as approved by LandlordOwner (such approval not to be unreasonably withheld, conditioned or delayed)and made by Tenant, in the amount of Owner’s Contribution. As part Owner shall disburse Owner’s Contribution to Tenant as the work progresses in an amount equal to 40% of each invoice submitted by Tenant to Owner, less a ten (10%) percent retainage, so long as Tenant delivers the following to Owner: (i) a detailed breakdown of Tenant’s Workconstruction costs for which Tenant is seeking payment, together with receipted invoices (or such other proof of payment as Owner shall reasonably require) for such payment thereof, (ii) a written statement from Tenant’s architect or engineer that the work described on any such invoices has been completed in accordance with the plans, and (iii) all required AIA forms, supporting partial lien waivers and lien releases executed by the general contractor and all major subcontractors who shall be paid from such disbursement of funds. Notwithstanding the foregoing, the Owner shall not to be obligated to advance any funds to Tenant beyond the amount of $180,000.00 until Tenant has delivered to Owner the following: (i) a copy of a certificate of occupancy or amended certificate of occupancy required in respect of the work completed by Tenant at the Demised Premises, and (ii) final lien waivers and releases for all work performed by Tenant at the Demised Premises. iii. Tenant shall soundproof the Premises and install appropriate ventilation if required so that pay all of Owner’s reasonable out-of-pocket costs incurred in connection with Tenant’s use Initial Alteration, consisting of up to $750.00 for each engineering, or other outside consulting fee incurred by or on behalf of Owner for the Premises review and approval of Tenant’s Final Plans and for approval of construction of Tenant’s Initial Alteration. Owner, at its option, may deduct such costs from Owner’s Contribution. Notwithstanding the foregoing, in no event shall not result the fees and costs incurred by Owner in noise and/or odors being transmitted outside connection with Tenant’s Initial Alteration exceed $2,000.00. iv. For the Premises. purposes of this Lease, “Owner’s Contribution” for the Tenant’s Work shall mean $200,000.00, at Tenant’s election to be fully paid for applied against the cost of construction or against base rent otherwise owing. v. Notwithstanding the terms of this Lease, it is understood and agreed to that all work performed at the Demised Premises by both the Owner and the Tenant when payment is due and may take place simultaneously. vi. Tenant shall not be financed permitted to remit any payment to any contractors performing work at the Demised Premises until the Tenant delivers the following to Owner: (i) receipted invoices along with any conditional sales or title retention agreements or by the granting of any security interests, liens, encumbrances or financing statements. a written statement from Tenant’s Work shall be deemed, upon installation, to be improvements and betterments architect or engineer that become the property of Landlord at installation, and shall remain upon and be surrendered with the Premises, at the expiration of the Term (or the sooner termination of this lease in accordance with its provisions) unless Landlord notifies Tenant work described on such invoices has been completed in accordance with the provisions of this Article that Landlord relinquishes its rights thereto, in which case Tenant shall be obligated to remove such Tenant’s Work. Section 5.2 Prior to commencing any Tenant’s Work other than purely Cosmetic Alterations, Tenant shall, at Tenant’s expense, deliver to Landlord detailed plans and specifications, for Tenant’s Work, in form reasonably satisfactory to Landlord, prepared, certified, signed and sealed by an architect or engineer licensed to practice in the State of New Yorkplans, and suitable for filing with the applicable Authority, if filing is required by applicable Laws (such plans and specifications together with revisions thereto, collectively, “Tenant’s Plans”), and obtain Landlord’s approval of Xxxxxx’s Plans. Xxxxxxxx’s approval of Xxxxxx’s Plans shall not be unreasonably withheld or delayed to the extent Xxxxxxxx’s consent to Xxxxxx’s Work shown on Tenant’s Plans is not to be unreasonably withheld or delayed pursuant to this Article. Before commencing Tenant’s Work, Tenant shall (a) obtain (and deliver to Landlord copies ofii) all required permits AIA forms, supporting partial lien waivers and authorizations of any Authority for such work, and (b) deliver to Landlord such security as shall be reasonably satisfactory to Landlord, and (c) deliver to Landlord certificates (in form reasonably acceptable to Landlord) evidencing lien releases executed by the following insurance coverages from each general contractor and subcontractor: (i) worker’s compensation insurance covering all persons to be employed in the performance of any Tenant’s Work, andmajor subcontractors who are seeking payment.