Common use of ALTERATIONS AND IMPROVEMENTS BY TENANT Clause in Contracts

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises or the Building (or to the mechanical or building systems of the Building) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consent, to be granted or withheld in Landlord’s sole discretion. Except for the initial upfitting of the Premises in accordance with the Plans, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems), however, Tenant shall provide Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvement.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the BuildingPremises (“Alterations”) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of l▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be granted or withheld in made without the prior written consent of Landlord. L▇▇▇▇▇▇▇’s consent and approval required under this Article 13 shall not be unreasonably withheld. L▇▇▇▇▇▇▇’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of T▇▇▇▇▇’s plans for any purpose whatsoever. Without limiting the foregoing, 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 Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of T▇▇▇▇▇’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole discretionexpense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations including the initial upfitting Tenant Work, unless Landlord and Tenant otherwise agree that L▇▇▇▇▇▇▇ will manage the performance of the Premises in accordance with the Plans, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlordsuch Alterations on T▇▇▇▇▇’s consent (so long as such alterations do not impact any base building systems), however, behalf. If Tenant shall provide make any Alterations, then Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of may elect to require Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier sooner termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above‑standard office improvements (including, without limitation, attached or built in which it existed prior fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed. If Tenant so requests in writing at the time that T▇▇▇▇▇ requests L▇▇▇▇▇▇▇’s approval of such Alterations, L▇▇▇▇▇▇▇ agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the undertaking contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $150,000.00, provided however that: (i) Tenant shall give prior written notice to Landlord of such Alterations; (ii) Tenant shall submit to Landlord plans for such Alterations if Tenant utilizes plans for such Alterations; and (iii) Such Alterations shall not materially affect any of the proposed alteration Building’s systems, or improvementthe ceiling of the Premises.

ALTERATIONS AND IMPROVEMENTS BY TENANT. (a) Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems Premises after the commencement of the Building) term without Landlord's prior written consent which consent shall not be unreasonably withheld and then only by contractors or mechanics approved by Landlord. Any contractors selected by Tenant shall be required to work in harmony with Landlord’s contractors and sub-contractors. No installation or work shall be undertaken or begun by Tenant until Landlord has approved written plans and specifications therefor; and no amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Any such work, alterations or decorations, installations, removals, additions and improvements shall be done at Tenant's sole expense and at such time and in such manner as Landlord may from time to time designate. If Tenant shall make no changes any alterations, decorations, installations, or removals, additions or improvements, then Landlord may elect to require Tenant at the expiration of this Lease to restore the Premises to substantially the same condition as existed at the commencement of the term hereof. (b) Any approval by Landlord or Landlord's architects and/or engineers of any kind respecting of Tenant's drawings, plans and specifications which are prepared in connection with any improvements or alterations in the Premises shall not in any way be construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications or the Building improvements to which are visible from they relate, for any use, purpose, or condition but such approval shall merely be the exterior consent of the Premises without Landlord’s prior written consent, to Landlord as may be granted or withheld required hereunder in Landlord’s sole discretion. Except for the initial upfitting connection with Tenant's construction of improvements in the Premises in accordance with such drawings, plans and specifications under the Plans, terms of this Lease. (c) Prior to any other interior, nonstructural changes or other alterations, additions, or improvements work being performed by Tenant pursuant to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with this Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems), however12, Tenant shall provide Landlord with cause all contractors and subcontractors performing such work to file a waiver of mechanics' liens in the appropriate filing office for the county in which the Center is located. (d) In the event any lien shall at least ten (10) days advance written notice of such alterations and a copy any time be filed against the Premises or against any part of the plans for such interiorCenter by reason of work, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, forlabor, or at services performed or alleged to have been performed, or materials furnished or alleged to have been furnished by for or to Tenant or to anyone holding the direction Premises through or under Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant shallshall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, when madethen, become the property in addition to any other right or remedy of Landlord, at Landlord’s sole electionLandlord may discharge the same by paying the amount claimed to be due, and shall, unless otherwise specified the amount so paid by Landlord at and all costs and expenses, including reasonable attorney's fees incurred by Landlord in procuring the time Landlord gives its consent theretodischarge of such lien, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations shall be due and improvements undertaken payable by Tenant shall be consistent with to Landlord as additional rent on the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor first day of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvementnext following month.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the BuildingPremises (“Alterations”) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of ▇▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) Tenant has procured appropriate surety payment and performance bonds with respect to work, the cost of which exceeds Seventy-Five Thousand and 00/100 Dollars ($75,000.00). No amendments or additions to such plans and specifications shall be granted or withheld in made without the prior written consent of Landlord. ▇▇▇▇▇▇▇▇’s consent and approval required under this Article 12 shall not be unreasonably withheld. ▇▇▇▇▇▇▇▇’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s sole discretionapproval of ▇▇▇▇▇▇’s plans for any purpose whatsoever. Except Without limiting the foregoing, Tenant shall be responsible for all elements of the initial upfitting design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of ▇▇▇▇▇▇’s plans shall in accordance no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with the Plans, any other interior, nonstructural changes work performed by or other alterations, additions, or improvements to on behalf of Tenant in the Premises (including including, without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems), however, Tenant shall provide Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railingsfurniture, carpeting, floor copiers, laser printers, computers and wall coverings and other fixtures (excluding, however, refrigerators. Any such Alterations shall be done at Tenant’s trade fixtures sole expense and at such times and in such manner as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole electionLandlord may from time to time reasonably designate, and shallTenant shall pay Landlord an oversight fee equal to three percent (3%) of the hard costs of any such work. If Tenant shall make any Alterations, unless otherwise specified by then Landlord at the time Landlord gives its consent thereto, remain upon the Premises may elect to require Tenant at the expiration or earlier sooner termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. If Tenant so requests in which it existed prior writing at the time that ▇▇▇▇▇▇ requests ▇▇▇▇▇▇▇▇’s approval of such Alterations, ▇▇▇▇▇▇▇▇ agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the undertaking contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent and without paying the aforesaid oversight fee, to make interior nonstructural Alterations costing not more than Seventy-Five Thousand and 00/100 Dollars ($75,000.00) in each instance, provided however that: (a) Tenant shall give prior written notice to Landlord of such Alterations; (b) Tenant shall submit to Landlord plans for such Alterations if Tenant utilizes plans for such Alterations; and (c) such Alterations shall not materially affect any of the proposed alteration Building’s systems, or improvementthe ceiling of the Premises.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the BuildingPremises (“Alterations”) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of l▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be granted or withheld in made without the prior written consent of Landlord. L▇▇▇▇▇▇▇’s consent and approval required under this Article 12 shall not be unreasonably withheld. L▇▇▇▇▇▇▇’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of T▇▇▇▇▇’s plans for any purpose whatsoever. Without limiting the foregoing, 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 Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of T▇▇▇▇▇’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole discretionexpense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the initial upfitting performance of the Premises in accordance with the Plans, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlordsuch Alterations on T▇▇▇▇▇’s consent (so long as such alterations do not impact any base building systems), however, behalf. If Tenant shall provide make any Alterations, then Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of may elect to require Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier sooner termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in which it existed prior fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that T▇▇▇▇▇ requests L▇▇▇▇▇▇▇’s approval of such Alterations, L▇▇▇▇▇▇▇ agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the undertaking contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that: (i) Tenant shall give prior written notice to Landlord of such Alterations; (ii) Tenant shall submit to Landlord plans for such Alterations if Tenant utilizes plans for such Alterations; and (iii) Such Alterations shall not materially affect any of the proposed alteration Building’s systems, or improvementthe ceiling of the Premises.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the BuildingPremises (“Alterations”) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, with respect to any Alterations with an aggregate cost in excess of $200,000.00, the filing of ▇▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations with an aggregate cost in excess of $200,000.00, Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be granted or withheld in made without the prior written consent of Landlord. ▇▇▇▇▇▇▇▇’s consent and approval required under this Article 12 shall not be unreasonably withheld. ▇▇▇▇▇▇▇▇’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of ▇▇▇▇▇▇’s plans for any purpose whatsoever. Without limiting the foregoing, 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 Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of ▇▇▇▇▇▇’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole discretionexpense and at such times and in such manner as Landlord may from time to time reasonably designate, pursuant to uniformly enforced, non-discriminatory construction rules and regulations in effect for the Building. Tenant shall reimburse Landlord, as Additional Rent, for any reasonable, out-of-pocket third-party costs (including engineers’ and architects’ fees and expenses but excluding in-house personnel of Landlord or its parent company) incurred by Landlord in connection with review and approval of the plans and specifications, and, with respect to Alterations that are structural or that materially affect the building systems, any inspections or other oversight by or on behalf of Landlord during the performance of such Alterations. Except for such out-of-pocket expenses, Landlord will not charge Tenant any construction management or supervisory fee in connection with Alterations, unless Landlord and Tenant otherwise agree that Landlord will manage the initial upfitting performance of the Premises in accordance with the Plans, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlordsuch Alterations on ▇▇▇▇▇▇’s consent (so long as such alterations do not impact any base building systems), however, behalf. If Tenant shall provide make any Alterations, then Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of may elect to require Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier sooner termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees that Tenant will only be required to remove above-standard office improvements (including, without limitation, attached or built in which it existed prior fixtures, equipment and appurtenances) and, except as set forth below, will not have any obligation to remove any of Landlord’s Work or the existing internal staircase(s) in the Premises. Notwithstanding the foregoing, Tenant shall at the election of Landlord remove any refrigerators and refrigeration equipment, including any associated taps, in the Premises, however affixed, and the so-called bleachers located in the first floor portion of the Premises. If Tenant so requests in writing at the time that ▇▇▇▇▇▇ requests ▇▇▇▇▇▇▇▇’s approval of such Alterations, ▇▇▇▇▇▇▇▇ agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Notwithstanding anything to the undertaking contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than $200,000.00, provided however that: (i) Tenant shall give prior written notice to Landlord of such Alterations; (ii) Tenant shall submit to Landlord plans for such Alterations if Tenant utilizes plans for such Alterations; and (iii) Such Alterations shall not materially affect any of the proposed alteration Building’s systems, or improvementthe ceiling of the Premises.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical Demised Premises without Landlord’s prior written consent and then only by contractors or building systems mechanics approved by Landlord. No such installations or other work shall be undertaken or begun by Tenant until Landlord has approved written plans and specifications therefor; and no amendments or additions to such plans and specifications shall be made without prior written consent of Landlord. Such approval shall not be unreasonably withheld provided such installations or work are non-structural, do not affect the exterior of the Building, and do not interfere with or impair utilities and systems in the Building. Notwithstanding the foregoing, Landlord’s consent shall not be required for any alteration, addition or improvement that either (a) costs leas than Twenty-Five Thousand Dollars ($25,000.00) or (b) satisfies all of the following criteria: (i) is of a cosmetic nature such as painting, wallpapering, hanging pictures and shall make no changes of any kind respecting the Premises or the Building which are installing carpeting, (ii) is not visible from the exterior of the Premises without Landlord’s prior written consentor Building, to be granted and (iii) will not affect the systems or withheld in Landlord’s sole discretion. Except for the initial upfitting structure of the Premises in accordance with the PlansBuilding, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems)provided, however, in any such instance Tenant shall provide Landlord with at least provides plans and specifications for such work not less than ten (10) days advance written notice before commencing such work. Any such alterations, decorations, installations, removals, additions and improvements shall be done at the sole expense of Tenant and at such alterations times and a copy in such manner as Landlord may from time to time reasonably designate. Subject to the terms of the plans for such interiorSection 9 herein, nonstructural if Tenant shall make any alterations. All alterations, decorations, installations, removals, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of then Landlord may elect to require Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein Lease to restore the contrary, all alterations and improvements undertaken by Tenant shall be consistent with Demised Premises to substantially the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement same condition as existed at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvementCommencement Date.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting alterations, installations, removals, additions or improvements in or to the Premises or the Building (hereinafter collectively referred to as "Alterations") without Landlord's prior written consent and then only those made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications, which are sufficiently detailed to obtain a building permit, and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of lien bonds on behalf of such contractors, laborers and suppliers, or ▇▇▇▇▇ ▇▇▇ropriate protective measures approved by Landlord; and (iii) Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Landlord's approval is solely given for the benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of Tenant's plans for any purpose whatsoever. Without limiting the foregoing, 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 Premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relive Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant's sole expense, except to the mechanical extent such work is included in the Tenant Improvement Work as defined in Article 4 hereof, and at such times and in such manner as Landlord may from time to time designate. If Tenant shall make any Alterations as provided above then Landlord may elect to require the Tenant at the expiration or building systems sooner termination of the Buildingterm of this Lease to restore the Premises to substantially the same condition as existed at the Term Commencement Date. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the term of this Lease, require that Tenant remove all or part of the alterations and return the Premises to the condition it was in prior to the making of the Alterations. Notwithstanding the foregoing, Tenant shall have the right to make interior non-structural alterations (not in excess of $20,000.00 in the aggregate) and shall make no changes of any kind respecting to install decorative items on the Premises or the Building which are visible from the exterior interior of the Premises without Landlord’s prior written consent, to be granted or withheld in Landlord’s sole discretion. Except for the initial upfitting of the Premises in accordance with the Plans, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems), however, Tenant shall provide Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvement's approval.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the Building) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent and unless made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of l▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be granted or withheld in made without the prior written consent of Landlord. Landlord’s sole discretionconsent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed. Except Landlord’s approval is solely given for the initial upfitting benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever. Without limiting the foregoing, 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 Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in accordance no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with the Plans, any other interior, nonstructural changes work performed by or other alterations, additions, or improvements to on behalf of Tenant in the Premises (including including, without limitation, repairs or replacement of the HVAC system serving the Premises furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such work, alterations, decorations, installations, removals, additions and improvements shall be done at Tenant’s sole expense and at such times and in accordance with Section 10 herein) shall not require Landlord’s consent (so long such manner as such alterations do not impact any base building systems), however, Landlord may from time to time designate. If Tenant shall provide Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interiormake any alterations, nonstructural alterations. All alterationsdecorations, installations, removals, additions or improvements, including without limitation all partitionsthen Landlord may elect, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent theretothereto is requested and granted, remain upon to require the Premises Tenant at the expiration or earlier sooner termination of the term of this Lease. Notwithstanding anything contained herein Lease to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to substantially the same condition as existed at the Term Commencement Date. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which it existed shall, at any time prior to or after the Term Commencement Date, result from or be attributable to any alteration, addition or improvement to the Premises made by or for the account of Tenant. If, as a result of any alterations, decorations, installations, removals, additions and improvements made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other federal, state or local laws or regulations and such compliance requires Landlord to make any improvement or alteration to any portion of the Building or the Complex, as a condition to Landlord’s consent, Landlord shall have the right to require Tenant to pay to Landlord prior to the undertaking construction of any such alteration, decoration, installation, removal, addition or improvement by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. Without limiting any of the proposed alteration terms hereof, Landlord will not approve any alteration, decoration, installation, removal, addition or improvementimprovement requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or Taxes on the Building or of Landlord’s services to the Premises, unless Tenant first gives assurances or security acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Notwithstanding the forgoing, Tenant shall have the right, upon prior written notice to Landlord, but without the necessity of obtaining Landlord’s consent, to make interior, nonstructural alterations to the Premises that (a) cost less than $10,000 in the aggregate in any calendar year, (b) do not materially or adversely affect any fire, safety, telecommunication, electrical, mechanical, ventilation, plumbing or other systems of the Building, (c) do not cause any material penetration in or otherwise affect any walls, floors, roofs or other structural elements of the Building, (d) do not require the issuance of any permits, licenses, approvals or the like, and (e) do not require unusual expense to readapt the Premises to normal laboratory use at the termination, provided that all work shall be done by contractors reasonably approved by Landlord and otherwise in accordance with the terms of this Lease.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Except as specifically set forth in this Article 12, Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the BuildingPremises (“Alterations”) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work (which approval shall not be unreasonably withheld, delayed or conditioned); and (ii) with respect to any Alterations in excess of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00), Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of ▇▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to any Alterations in excess of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00), Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Landlord’s consent and approval required under this Article 12 shall not be unreasonably withheld. Landlord’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever. Without limiting the foregoing, 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 Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Except to the extent expressly due to Landlord’s or its agents negligence or willful misconduct, Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant’s sole expense and at such times and in such manner as Landlord may from time to time designate, and Tenant shall pay Landlord an oversight fee equal to two percent (2%) of the hard costs (e.g., labor, materials and general conditions, but specifically excluding architectural fees, engineering fees and permit fees) of the cost of the performance of any such work; provided, however, that such oversight fee shall not apply to any Cosmetic Alterations performed by Tenant in the Premises. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or sooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Commencement Date. Landlord agrees to make such election at the time that Landlord approves Tenant’s plans for any such Alterations. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Commencement Date, result from or be attributable to any Alterations by or for the account of Tenant in excess of those commonly found in offices in the Reston, Virginia market area. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to be granted or withheld in Landlord’s sole discretion. Except for the initial upfitting of the Premises in accordance with the Plans, any other interior, make interior nonstructural changes or other alterations, additions, or improvements to the Premises costing not more than Two Hundred Thousand and 00/100 Dollars (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems$200,000.00), however, provided however that: (i) Tenant shall provide Landlord with at least ten (10) days advance give prior written notice to Landlord of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements; (ii) Tenant shall submit to Landlord plans for such alterations, including without limitation all partitionsadditions or improvements if Tenant utilizes plans for such alterations, wallsadditions or improvements; and (iii) such alterations, railingsadditions or improvements shall not materially, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenantadversely affect any of the Building’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, forsystems, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor ceiling of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvementPremises.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Except as otherwise expressly set forth herein, Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, utility installations, repairs additions or the Building improvements (sometimes referred to herein collectively to as “Alterations” or singly as an “Alteration”) in or to the mechanical or building systems of the Building) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent (subject to the consent standard set forth below) and unless made by contractors or mechanics approved by Landlord. No Alterations or work (other than Non-Consent Alterations, as defined below) shall be undertaken or begun by Tenant until: (a) Landlord has consented to and approved written plans and specifications and a time schedule therefor; (b) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such Alterations or work, the filing of l▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (c) Tenant has procured, or ensured that the contractor has procured, appropriate surety payment and performance bonds (for Alterations exceeding $350,000 in project costs). No amendments or additions to such plans and specifications shall be granted or withheld in made without the prior written consent of Landlord. Landlord’s sole discretionconsent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed as to an Alteration that meets all of the following criteria (each a “Nonstructural Alteration”): (i) does not adversely affect the Building’s exterior, roof, structural elements, or the mechanical, electrical, plumbing, life safety or other Building systems or the architectural features (including windows, exterior lighting or canopies or the locations or functionality of public entrances and access thereto) or use of the Building or Common Areas, including the construction of any new exterior structures, (ii) does not lessen the fair market value of Landlord’s Work (taking into account the value of the proposed Alteration), and (iii) does not adversely affect the LEED relating to Building Design and Construction (or similar) certifiability of the Building or any improvements therein or any LEED or similar certifications relating to Building Design and Construction previously obtained with respect to the Building or any improvements therein. Except Landlord’s approval is solely given for the initial upfitting benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord’s approval of Tenant’s plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with all Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any Alterations or work performed by or on behalf of Tenant in the Premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. All Alterations made by Tenant (other than Non-Consent Alterations) shall be made in accordance with plans and specifications which have been approved in writing by Landlord (subject to the approval standard set forth above), pursuant to a duly issued permit, and in accordance with the Plansprovisions of Section 13(c) below, the provisions of this Lease and in a good and first-class workerlike manner using new materials of same or better quality as base building standard materials, finishes and colors, free of all liens and encumbrances. All such Alterations shall be done at Tenant’s sole expense and shall be done at such times and in such manner as Landlord may from time to time reasonably designate. Other than with respect to Non-Consent Alterations, Tenant shall pay to Landlord a fee equal to two and one-half percent (2.5%) of the hard costs of any such Alterations to compensate Landlord for the overhead and other interiorcosts it incurs in reviewing the plans therefor and in monitoring the construction of the Alterations and Tenant shall reimburse Landlord for all actual and reasonable third party costs and expenses it incurs in reviewing the plans, nonstructural changes specifications and applications therefor and in monitoring the construction of the Alterations. If Tenant shall make any Alterations, then Landlord may elect to require Tenant at the expiration or other alterationssooner termination of the Term of this Lease to restore the Premises to substantially the same condition as existed at the Term Commencement Date (but with respect to Premises B, additionsto substantially the same condition as existed as of the Premises B Commencement Date), provided, however, that Landlord shall be required to notify Tenant in writing of such election contemporaneously with Landlord’s approval of such Alteration requiring consent hereunder and Tenant may require Tenant first gives assurance or improvements security acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord and makes provisions acceptable to Landlord for payment of such increased cost. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which shall, at any time prior to or after the Term Commencement Date, result directly from or be directly attributable to any Alteration to the Premises (including without limitationmade by or for the account of Tenant. If, repairs as a result of any Alterations made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or replacement any other Legal Requirement and such compliance requires Landlord to make any improvement or alteration to any portion of the HVAC system serving Building, as a condition to Landlord’s consent, Landlord shall have the right to require Tenant to pay to Landlord prior to the construction of any such Alteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such Legal Requirement. Without limiting any of the terms hereof, Landlord will not be required to approve any Alteration requiring unusual expense to readapt the Premises to normal office and/or laboratory use on lease termination or increasing the cost of construction, insurance or Taxes on the Building or of Landlord’s services to the Premises, unless Tenant first gives assurance reasonably acceptable to Landlord that such re-adaptation will be made prior to such termination without expense to Landlord. Notwithstanding the foregoing or anything to the contrary contained elsewhere in accordance this Article 12, Tenant shall have the right, without Landlord’s prior consent, to make any Alteration that meets all of the following criteria (a “Non-Consent Alteration”): (A) the proposed Alteration is decorative in nature (such as paint, carpet or other wall or floor finishes, movable partitions or other such work), (B) Tenant provides Landlord with Section 10 hereinnot less than seven (7) business days’ advance written notice of the commencement of such Alteration (which notice shall include the name and contact information for the contractor(s) performing work in connection therewith, required evidence of insurance and such other reasonable information as Landlord may reasonably require, if any), (C) such Alteration is a nonstructural Alteration (as provided above Subsections (i), (ii) and (iii) above), (d) the Alteration does not affect the exterior of the Building or Premises and/or is not visible from the exterior of the Building or Premises, and (e) the Alteration work does not require Landlorda building permit or other governmental permit, or if a building permit is required, the Alteration work costs less than $150,000 in each instance. At the time Tenant notifies Landlord of any Non-Consent Alteration, Tenant shall give Landlord a copy of Tenant’s consent plans for the work (so long as or narrative description if such alterations do Alteration is not impact any base building systemsof a type that would have plans), however. If the Non-Consent Alteration is of such a nature that formal plans will not be prepared for the work, Tenant shall provide Landlord with at least ten (10) days advance written notice of such alterations and a copy reasonably specific description of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvementwork.

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building improvements (collectively, "Alterations") in or to the mechanical premises without Landlord's prior written consent and then only those (i) which equal or building systems exceed the specifications and quantities provided in Exhibit 3, and (ii) made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of ▇▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) if the cost of such work exceeds $25,000.00 Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. Landlord's consent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or delayed. Landlord agrees to review and respond to Tenant's request for consent to any alterations, additions or improvements within ten (10) business days of Tenant's request for consent. If Landlord does not consent to the same, it shall specify in writing the reasons for withholding such consent. Landlord's approval is solely given for the benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of Tenant's plans for any purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the Building) design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant's Furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non- building, standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such Alterations shall be done at Tenant's sole expense and at such times and in such manner as Landlord reasonably may from time to time designate. If Tenant shall make no changes any Alterations then Landlord may elect to require the Tenant at the expiration or sooner termination of the term of this Lease to restore the premises to substantially the same condition as existed at the Term Commencement Date, but Landlord shall not require Tenant to remove the initial improvements shown on Exhibit 10 (if attached hereto), and Landlord hereby consents to the installation of the same. If Tenant so requests in writing, at the time that Tenant gives Landlord its written request for Landlord's consent to any kind respecting such Alterations, Landlord shall make such election at the Premises or time that Landlord gives its written consent to such Alteration. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which are visible shall, at any time prior to or after the Term Commencement Date, result from or be attributable to any Alteration to the exterior premises made by or for the account of Tenant in excess of the Premises specifications and quantities provided in Exhibit 3. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s prior written 's consent, to be granted or withheld in Landlord’s sole discretion. Except for the initial upfitting of the Premises in accordance with the Plans, any other interior, make interior nonstructural changes or other alterations, additions, or improvements to the Premises improvements, provided however that Tenant: (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 hereini) shall not require Landlord’s consent give prior written notice to Landlord of any such alterations, additions or improvements (so long as such alterations do not impact any base building systemsother than decorative work), however, ; (ii) Tenant shall provide submit to Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interioralterations, nonstructural alterations. All additions or improvements if Tenant utilizes plans for such alterations, additions or improvements, including without limitation all partitionsand (iii) that such alterations, wallsadditions or improvements shall not materially, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in adversely affect any of the paragraph entitled “Trade Fixtures and Equipment” below) made by, forBuilding's systems, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor ceiling of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvementpremises.

ALTERATIONS AND IMPROVEMENTS BY TENANT. (a) Tenant shall make no structural changes respecting alterations, decorations, installations, removals (other than Tenant's Trade Fixtures, which Tenant has the Premises right to remove pursuant to Article 11), additions or the Building (improvements in or to the mechanical premises without Landlord's prior written consent and then only those made by contractors or building systems mechanics approved by Landlord. Except for installation of conduit and wiring to serve Tenant's telecommunications needs (which may be only if Tenant has obtained Landlord's prior written consent), and except in connection with the initial Tenant Work described on Exhibit 4-I, Tenant shall have no right to make alterations, installations or removals outside of the Buildingpremises. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of ▇▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to the Required Tenant Work and any future installations or work, the cost of which exceeds $250,000.00, Tenant has procured appropriate surety payment and performance bonds. Notwithstanding the foregoing, the provisions of clause (iii) of this Article 12 shall not apply if the aggregate net worth of the entity holding Tenant's interest and of any and all other parties responsible for all of the obligations and liabilities of Tenant hereunder (collectively "Responsible Parties") as of the time of the installation or work (as evidenced by financial statements, in form reasonably acceptable to Landlord and prepared and certified by an independent certified public account reasonably acceptable to Landlord) is at least One Hundred Million and 00/100 ($100,000,000) Dollars. Initially, the only Responsible Parties are Tenant and the Guarantor, SMTC Corporation. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord. (b) Landlords consent and approval required under this Article 12 shall not be unreasonably withheld. Landlord's approval is solely given for the benefit of Landlord and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of Tenant's plans for any purpose whatsoever. Without limiting the foregoing, 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 premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of Tenant's plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Tenant in the premises including, without limitation, furniture, carpeting, copiers, laser printers, computers and refrigerators. Any such work, alterations, decorations, installations, removals, additions and improvements shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time designate. (c) If Tenant shall make no changes any alterations, decorations, installations, removals, additions or improvements other than the Required Tenant Work (collectively "Alterations") then Landlord may elect to require the Tenant at the expiration or sooner termination of any kind respecting the term of this Lease to remove the Alterations and return the Premises in the condition required pursuant to Article 22 of the lease. Landlord shall, if so requested by Tenant at the time that Tenant requests that Landlord gives its approval to any such Alterations, or at the time that Tenant gives written notice to Landlord of such Alterations, make such election. (d) Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which are visible shall, at any time prior to or after the Term Commencement Date, result from or be attributable to any alteration, addition or improvement to the Premises made by or for the account of Tenant, but only as and to the extent it is reasonably determinable from the exterior records of the Premises assessing authority that such increase in Taxes is based solely upon such alteration, addition, or improvement. (e) Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s prior written 's consent, to be granted or withheld in Landlord’s sole discretion. Except for the initial upfitting of the Premises in accordance with the Plansmake interior nonstructural decorations, any other interior, nonstructural changes or other alterations, additions, or improvements to the Premises (including without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems"Permitted Alterations"), provided however, that: (i) Tenant shall provide Landlord with at least ten (10) days advance give prior written notice to Landlord of such alterations and a copy of the plans for such interiordecorations, nonstructural alterations. All alterations, additions or improvements; (ii) Tenant shall submit to Landlord plans for such decorations, including without limitation all partitionsalterations, walls, railings, carpeting, floor and wall coverings and other fixtures (excluding, however, Tenant’s trade fixtures as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, foradditions, or at improvements if Tenant utilizes plans for such decorations, alterations, additions or improvements; and (iii) such decorations, alterations, additions or improvement shall not materially, adversely affect any of the direction of Building's systems. Tenant shall, when made, become the property of may an engage a contractor to perform Permitted Alterations without obtaining Landlord, at Landlord’s sole election, and shall, unless otherwise specified by Landlord at the time Landlord gives its consent thereto, remain upon the Premises at the expiration or earlier termination of 's consent. (f) Any disputes arising under this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant Article 12 shall be consistent submitted to arbitration in accordance with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or restore the Premises to the condition in which it existed prior to the undertaking of the proposed alteration or improvement.Article 29.5

ALTERATIONS AND IMPROVEMENTS BY TENANT. Tenant shall make no structural changes respecting the Premises alterations, decorations, installations, removals, additions or the Building (improvements in or to the mechanical or building systems of the BuildingPremises (“Alterations”) and shall make no changes of any kind respecting the Premises or the Building which are visible from the exterior of the Premises without Landlord’s prior written consentconsent and then only those that are made by contractors or mechanics approved by Landlord. No installations or work shall be undertaken or begun by Tenant until: (i) Landlord has reasonably approved written plans and specifications and a time schedule for such work; (ii) Tenant has made provision for either written waivers of liens from all contractors, laborers and suppliers of materials for such installations or work, the filing of ▇▇▇▇ ▇▇▇▇▇ on behalf of such contractors, laborers and suppliers, or other appropriate protective measures approved by Landlord; and (iii) with respect to work, the cost of which exceeds Seventy-Five Thousand and 00/100 Dollars ($75,000.00), Tenant has procured appropriate surety payment and performance bonds. No amendments or additions to such plans and specifications shall be granted made without the prior written consent of Landlord. ▇▇▇▇▇▇▇▇’s consent and approval required under this Article 12 shall not be unreasonably withheld, conditioned or withheld in delayed. ▇▇▇▇▇▇▇▇’s approval is solely given for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord’s sole discretionapproval of ▇▇▇▇▇▇’s plans for any purpose whatsoever. Except Without limiting the foregoing, Tenant shall be responsible for all elements of the initial upfitting design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of ▇▇▇▇▇▇’s plans shall in accordance no event relieve Tenant of the responsibility for such design. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, appliances or equipment selected by Tenant in connection with the Plans, any other interior, nonstructural changes work performed by or other alterations, additions, or improvements to on behalf of Tenant in the Premises (including including, without limitation, repairs or replacement of the HVAC system serving the Premises in accordance with Section 10 herein) shall not require Landlord’s consent (so long as such alterations do not impact any base building systems), however, Tenant shall provide Landlord with at least ten (10) days advance written notice of such alterations and a copy of the plans for such interior, nonstructural alterations. All alterations, additions or improvements, including without limitation all partitions, walls, railingsfurniture, carpeting, floor copiers, laser printers, computers and wall coverings and other fixtures (excluding, however, refrigerators. Any such Alterations shall be done at Tenant’s trade fixtures sole expense and at such times and in such manner as described in the paragraph entitled “Trade Fixtures and Equipment” below) made by, for, or at the direction of Tenant shall, when made, become the property of Landlord, at Landlord’s sole electionLandlord may from time to time reasonably designate, and shallTenant shall pay Landlord an oversight fee equal to three percent (3%) of the hard costs of the performance of any such work. If Tenant shall make any Alterations, unless otherwise specified by then Landlord may elect in writing at the time that Landlord gives its consent thereto, remain upon the Premises approves Tenant’s plans for any such Alterations to require Tenant at the expiration or earlier sooner termination of this Lease. Notwithstanding anything contained herein to the contrary, all alterations and improvements undertaken by Tenant shall be consistent with the then-existing quality, color scheme (where appropriate), general aesthetic appearance and tenor of the balance of the Building and, in any event, Landlord may withhold its consent, to the extent consent is required hereunder, to any proposed alteration or improvement by Tenant unless Tenant agrees to remove said improvement at the end of the Term and/or of this Lease to restore the Premises to substantially the same condition as existed at the Delivery Date. ▇▇▇▇▇▇▇▇ agrees to make such election at the time that Landlord approves ▇▇▇▇▇▇’s plans for any such Alterations. Tenant shall pay, as an additional charge, the entire increase in real estate taxes on the Building which it existed shall, at any time prior to or after the undertaking Commencement Date, result from or be attributable to any Alterations by or for the account of Tenant in excess of those commonly found in offices in Cambridge, Massachusetts. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord’s consent, to make interior nonstructural Alterations costing not more than Seventy-Five Thousand and 00/100 Dollars ($75,000.00), provided however that: (i) Tenant shall give prior written notice to Landlord of such Alterations; (ii) Tenant shall submit to Landlord plans for such Alterations if Tenant utilizes plans for such Alterations; and (iii) such Alterations shall not materially affect any of the proposed alteration Building’s systems, or improvementthe ceiling of the Premises.