Common use of Final Space Plan Clause in Contracts

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction ScheduleSchedule 1, attached hereto, Tenant shall cause and the Architect to shall prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan four (4) hard copies signed by Tenant to Landlord for Landlord's ’s approval. Subject to the restrictions specified in Section 2.1 above, and concurrently with Tenant’s delivery of such hard copies, Tenant may exclude from the shall send to Landlord via electronic mail one (1) .pdf electronic copy of such Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereofif the same is unsatisfactory or incomplete in any respect; any failure by provided, however, Landlord shall only disapprove such Final Space Plan to notify Tenant the extent of its approval or disapproval within such ten (10) business day period a Design Problem. Landlord shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves set forth with reasonable specificity in what respect the Final Space Plan, Landlord and Plan is unsatisfactory or incomplete. If Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised within five (5) business days in accordance with the parties' conceptual agreement order to correct any deficiencies or other matters Landlord may reasonably require, and immediately thereafter Architect shall resubmit promptly re-submit the Final Space Plan to Landlord for Landlord's its approval. This process Such procedure shall continue (except that the time frame to consent to any revisions shall be shortened to three (3) business days) until the Final Space Plan is approved by Landlord. If Landlord and Tenant areFor purposes of this Work Letter, despite such meeting, unable to resolve the items disapproved by Landlord in a “Design Problem” shall be any aspect of the Final Space PlanPlan that (a) have an adverse effect on the structural integrity of the Building; (b) are not in compliance with Applicable Law; (c) have an adverse effect on the systems and equipment of the Building; (d) have an effect on the exterior appearance of the Building; (e) do not comply with the Building standards identified in Section 2.3 of this Work Letter, (f) cause unreasonable interference with the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement normal and customary operations of any other tenant in the Building, or (g) has incomplete, missing or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantinaccurate information.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with one PDF copy signed by Tenant of its final space plan for Tenant Improvements in the Building Additional Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the . Such Final Space Plan to Landlord for shall be approved by Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, without limitation as to other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to any proposed Additional Improvements or aspect of the Final Space Plan in the event the same (i) require, or disapproval might reasonably require, or give rise to governmentally required changes to the Base Building, (ii) have an adverse effect on the structural integrity of the Building; (iii) are not in compliance with reasons Code; (iv) have an adverse effect on the systems and equipment of the Building; (v) have an effect on the exterior appearance of the Building; or (vi) cause unreasonable interference with the normal and customary office operations of any other tenant in the Building (individually or collectively, a “Design Problem”). Landlord may request clarification or more specific drawings for disapproval specifiedspecial use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Additional Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such Final Space Plan within such five (5) business day period, Tenant shall have the right to provide Landlord with the parties' conceptual agreement and shall resubmit a second written request for approval (a “Second Request”) that specifically identifies the Final Space Plan for and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER ATTACHED TO THE SECOND AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLAN.” If Landlord fails to respond to such Second Request within three (3) business days after receipt by Landlord's approval. This process shall continue until , the Final Space Plan is in question shall be deemed approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, labs, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to respond to the Final Space Plan for Landlord's approvalwithin the five (5) business day period set forth above, Tenant may send Landlord a reminder notice setting forth such failure containing the following sentence at the top of such notice in bold, capitalized font at least twelve (12) points in size: “LANDLORD'S FAILURE TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS SHALL RESULT IN LANDLORD'S DEEMED APPROVAL OF TENANT'S FINAL SPACE PLAN” (the "Final Space Plan Reminder Notice"). This process Any such Final Space Plan Reminder Notice shall continue until include a complete copy of the Final Space Plan. If Landlord fails to respond within three (3) business days after receipt of a Final Space Plan Reminder Notice, then the Final Space Plan is shall be deemed approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) hard copies signed by Tenant of its final space plan for the Premises before any architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant’s delivery of such hard copies, Tenant Improvements in shall send to Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after ▇▇▇▇▇▇▇▇’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. In connection with the parties' conceptual agreement and shall resubmit Landlord’s review of the Final Space Plan for and Landlord's approval. This process ’s approval of the same (if such approval is given), Landlord shall continue until notify Tenant in writing of whether Landlord will require restoration and/or removal of all or any portion of the Improvements identified in such Final Space Plan is approved by Landlordupon expiration or any earlier termination of this Lease. If Landlord and Tenant are, despite such meeting, unable to resolve In the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier event that ▇▇▇▇▇▇▇▇ fails to resolve such disagreement respond to Tenant regarding the Final Space Plan within the five (or if Carrier 5) business day period set forth above, Tenant shall have the right to send a “reminder notice” to Landlord, which conspicuously indicates that ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then ’s continued failure to respond may result in the parties shall mutually agree upon some other reasonably qualified architect deemed approval of the Final Space Plan. If Landlord fails to resolve such issues). Any such resolution by such architect respond to Tenant regarding the Final Space Plan within five (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (105) business days after receipt of the meeting between reminder notice identified in this Section 3.2, then any aspects of the Final Space Plan that (i) do not adversely affect the Base Building, (ii) do not adversely affect the Building mechanical, electrical, plumbing or other systems, (iii) do not contain incomplete, missing or inaccurate specifications, (iv) do not adversely affect the structural integrity of the Building, (v) do not comply with Code, (vi) do not adversely affect the systems and equipment of the Building, or (vii) do not adversely affect the exterior appearance of the Building (individually or collectively, a “Design Problem”), shall be deemed to have been approved by Landlord. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord and Tenantmay reasonably require.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with one PDF copy signed by Tenant of its final space plan for Tenant Improvements in the Building Suite 400 Expansion Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the . Such Final Space Plan to Landlord for shall be approved by Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, without limitation as to other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to any proposed Suite 400 Improvements or aspect of the Final Space Plan in the event the same (i) require, or disapproval might reasonably require, or give rise to governmentally required changes to the Base Building, (ii) have an adverse effect on the structural integrity of the Building; (iii) are not in compliance with reasons Code; (iv) have an adverse effect on the systems and equipment of the Building; (v) have an effect on the exterior appearance of the Building; or (vi) cause unreasonable interference with the normal and customary office operations of any other tenant in the Building (individually or collectively, a “Design Problem”). Landlord may request clarification or more specific drawings for disapproval specifiedspecial use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Suite 400 Expansion Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such Final Space Plan within such five (5) business day period, Tenant shall have the right to provide Landlord with the parties' conceptual agreement and shall resubmit a second written request for approval (a “Second Request”) that specifically identifies the Final Space Plan for and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER ATTACHED TO THE THIRD AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLAN.” If Landlord fails to respond to such Second Request within three (3) business days after receipt by Landlord's approval. This process shall continue until , the Final Space Plan is in question shall be deemed approved by Landlord. If Landlord and Tenant areLandlord’s initials /s/ K.W. Tenant’s initials /s/ B.R. EXHIBIT B Third Amendment 6 Lyft, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.Inc.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause send to Landlord via electronic mail in accordance with the Architect terms of Section 6.2 of this Tenant Work Letter, one (1) pdf electronic copy signed by ▇▇▇▇▇▇, of its final space plan, along with other renderings or illustrations reasonably required by ▇▇▇▇▇▇▇▇, to prepare allow Landlord to understand ▇▇▇▇▇▇’s design intent, for the Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan for Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and Landlord shall deliver not withhold its consent to the Final Space Plan to except in the case of a Design Problem. Landlord may request clarification or more specific drawings for Landlord's approval. Subject to the restrictions specified special use items not included in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within seven (which approval shall not be unreasonably withheld7) or disapproval (with reasons for disapproval specified) business days after ▇▇▇▇▇▇▇▇’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same Is incomplete in any failure by Landlord to notify Tenant of its material respect or if a Design Problem exists, provided that ▇▇▇▇▇▇▇▇’s approval thereof shall not be unreasonably withheld, conditioned or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofdelayed. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to be complete and shall resubmit to eliminate any Design Problem. If Landlord fails to respond to the Final Space Plan for Landlord's within the seven (7) business day period set forth above, Tenant may send Landlord a notice setting forth such failure and warning that a continuing failure to respond may result in a “deemed approval. This process shall continue until ” (the “Space Plan Reminder Notice”), If Landlord fails to respond to the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement within two (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (102) business days after receipt of the meeting between Landlord and TenantSpace Plan Reminder Notice, such portion of the Final Space Plan shall be deemed approved by Landlord.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause send to Landlord via electronic mail in accordance with the Architect terms of Section 6.2 of this Tenant Work Letter, one (1) pdf electronic copy signed by ▇▇▇▇▇▇, of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to prepare allow Landlord to understand ▇▇▇▇▇▇’s design intent, for the Second Additional Basement Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan for Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and . Landlord shall deliver not withhold its consent to the Final Space Plan to except in the case of a Design Problem. Landlord may request clarification or more specific drawings for Landlord's approval. Subject to the restrictions specified special use items not included in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within seven (which approval shall not be unreasonably withheld7) or disapproval (with reasons for disapproval specified) business days after ▇▇▇▇▇▇▇▇’s receipt of the Final Space Plan for the Second Additional Basement Premises within ten (10) business days after receipt thereof; if the same is incomplete in any failure by Landlord to notify Tenant of its material respect or if a Design Problem exists, provided that ▇▇▇▇▇▇▇▇’s approval thereof shall not be unreasonably withheld, conditioned or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofdelayed. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to be complete and shall resubmit to eliminate any Design Problem. If Landlord fails to respond to the Final Space Plan for Landlord's within the seven (7) business day period set forth above, Tenant may send Landlord a notice setting forth such failure and warning that a continuing failure to respond may result in a “deemed approval” (the “Space Plan Reminder Notice”). This process shall continue until If Landlord fails to respond to the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement within two (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (102) business days after receipt of the meeting between Landlord and TenantSpace Plan Reminder Notice, such portion of the Final Space Plan shall be deemed approved by Landlord.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with one PDF copy signed by Tenant of its final space plan for Tenant Improvements in the Building Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the . Such Final Space Plan to Landlord for shall be approved by Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, without limitation as to other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to any proposed Tenant Improvements or aspect of the Final Space Plan in the event the same (i) require, or disapproval might reasonably require, or give rise to governmentally required changes to the Base Building, (ii) have an adverse effect on the structural integrity of the Building; (iii) are not in compliance with reasons Code; (c) have an adverse effect on the systems and equipment of the Building; (iv) have an effect on the exterior appearance of the Building; or (v) cause unreasonable interference with the normal and customary office operations of any other tenant in the Building (individually or collectively, a “Design Problem”). Landlord may request clarification or more specific drawings for disapproval specifiedspecial use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such Final Space Plan within such five (5) business day period, Tenant shall have the right to provide Landlord with the parties' conceptual agreement and shall resubmit a second written request for approval (a “Second Request”) that specifically identifies the Final Space Plan for and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLAN.” If Landlord fails to respond to such Second Request within three (3) business days after receipt by Landlord's approval. This process shall continue until , the Final Space Plan is in question shall be deemed approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with one PDF copy signed by Tenant of its final space plan for Tenant Improvements in the Building Expansion Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the . Such Final Space Plan to Landlord for shall be approved by Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, without limitation as to other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to any proposed Expansion Improvements or aspect of the Final Space Plan in the event the same (i) require, or disapproval might reasonably require, or give rise to governmentally required changes to the Base Building, (ii) have an adverse effect on the structural integrity of the Building; (iii) are not in compliance with reasons Code; (iv) have an adverse effect on the systems and equipment of the Building; (v) have an effect on the exterior appearance of the Building; or (vi) cause unreasonable interference with the normal and customary office operations of any other tenant in the Building (individually or LandLord’s initials /s/ K.W. Tenant’s initials /s/ B.R. 8 Lyft, Inc. collectively, a “Design Problem”). Landlord may request clarification or more specific drawings for disapproval specifiedspecial use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Expansion Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to notify Tenant of Landlord’s approval or disapproval of any such Final Space Plan within such five (5) business day period, Tenant shall have the right to provide Landlord with the parties' conceptual agreement and shall resubmit a second written request for approval (a “Second Request”) that specifically identifies the Final Space Plan for and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER ATTACHED TO THE FIRST AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLAN.” If Landlord fails to respond to such Second Request within three (3) business days after receipt by Landlord's approval. This process shall continue until , the Final Space Plan is in question shall be deemed approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before In addition to the applicable date set forth in the Construction ScheduleTenant Improvement Allowance, Tenant shall cause be entitled to a one-time allowance in the amount of fifteen cents ($0.12) for each rentable square foot of the Premises (i.e., $18,018.12) for costs relating to space planning. Tenant and the Architect to shall prepare the final space plan for the Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained thereinPlan”), and shall deliver the Final Space Plan to Landlord for Landlord's ’s approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the The Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outshall show all corridors, internal and external offices and partitions, and exiting. Landlord shall notify Tenant of its approval shall, within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for (i) approve the Premises within ten Final Space Plan, (10ii) business days after receipt thereof; any failure by Landlord approve the Final Space Plan subject to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed specified conditions to be complied with when the Final Working Drawings are submitted by Tenant to Landlord's disapproval thereof, or (iii) reasonably disapprove the Final Space Plan. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause may resubmit the Final Space Plan to be revised in accordance with Landlord at any time, and Landlord shall approve or disapprove of the parties' conceptual agreement and shall resubmit the resubmitted Final Space Plan for Landlord's approvalPlan, based upon the criteria set forth in this Section 3.2, within five (5) business days after Landlord receives such resubmitted Final Space Plan. This process Such procedures shall continue be repeated until the Final Space Plan is approved approved. The Final Space Plan may be provided by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in one or more stages and at one or more times and the time periods set forth herein shall apply to each portion submitted. At the time Landlord approves the Final Space Plan, Landlord shall inform Tenant whether any portion of the parties Tenant Improvements constitute Specialty Alterations and must be removed from the Premises prior to the expiration or sooner termination of this Lease in accordance with Paragraph 11 of the Lease. Landlord acknowledges that the Tenant Improvements may include an area for receiving Palletized devices, including a new or expanded opening in the exterior wall of the Building to accommodate such deliveries. Landlord shall mutually select an architect not unreasonably withhold its approval of such improvements so long as Tenant obtains all approvals from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantany applicable governmental authorities.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) hard copies and one (1) electronic copy of its final space plan for Tenant Improvements in the Building Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and the equipment anticipated to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan if the same is approved, or, if the Final Space Plan is not reasonably satisfactory or is incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. Landlord shall deliver not unreasonably withhold its consent to the Final Space Plan, provided that Tenant shall design such improvements so as to not (i) have a material adverse effect on the Building Structure or Building Systems, or (ii) fail to comply with Code. If Tenant is so advised that the Final Space Plan is not satisfactory or complete, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the reasonably require and deliver such revised Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Tenant may resubmit the proposed Final Space Plan to Landlord at any time, and Tenant shall, within two (2) business days thereafter, meet (Landlord shall approve or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to disapprove of the resubmitted Final Space Plan, then based upon the criteria set forth in this Section 3.2, within ten five (105) business days after Landlord receives such meeting, Tenant shall cause the resubmitted Final Space Plan to Plan. Such procedure shall be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue repeated until the Final Space Plan is approved; provided, however, that if Landlord fails to notify Tenant of Landlord’s approval or disapproval of any iteration of the Final Space Plan within the five (5) business day review period for approval or disapproval thereof, Tenant shall deliver Landlord an additional notice requesting approval and if Landlord thereafter fails to respond within three (3) business days of receipt of such additional notice, Landlord will be deemed to have approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in iteration of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Expansion Premises or the Existing Premises, as the case may be, before any architectural working drawings or engineering drawings have been commenced for such portion of the Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, labs, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for such Premises if the Premises within ten same is unsatisfactory or incomplete in any respect (10) business days after receipt thereof; any failure by Landlord including reasonably specific detail as to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof’s grounds for objection). If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to respond with the parties' conceptual agreement and shall resubmit respect to the Final Space Plan for Landlord's approval. This process shall continue until within the five (5) business day period, Tenant may deliver Landlord a reminder notice, and if Landlord fails to respond within three (3) business days after receipt of the reminder notice, the Final Space Plan is approved by shall be deemed approved. Notwithstanding the foregoing, Landlord. If ’s approval of the Final Space Plan shall not be unreasonably withheld, provided that Landlord and Tenant are, despite such meeting, unable hereby agree it shall be deemed reasonably for Landlord to resolve the items disapproved by Landlord in withhold its approval of the Final Space PlanPlan if a “Design Problem” exists. A “Design Problem” shall mean and refer to any design criteria which would (a) adversely affect the Building structure or Building systems; (b) be in non-compliance with codes or other applicable laws; (c) be seen from the exterior of the Premises (except for the Exterior Improvements); (d) cause material interference with Landlord or other tenants of the Building (other than as typical for construction of improvements), or (e) affect the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (certificate of occupancy or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute its legal equivalent for the Building or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantany portion thereof.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) hard copies and one (1) electronic copy of its final space plan for Tenant Improvements in the Building Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and the equipment anticipated to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan if the same is approved, or, if the Final Space Plan is not reasonably satisfactory or is incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. Landlord shall deliver not unreasonably withhold its consent to the Final Space Plan, provided that Tenant shall design such improvements so as to not (i) have a material adverse effect on the Building Structure or Base Building Systems, or (ii) fail to comply with Code. If Tenant is so advised that the Final Space Plan is not satisfactory or complete, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the reasonably require and deliver such revised Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Tenant may resubmit the proposed Final Space Plan to Landlord at any time, and Tenant shall, within two (2) business days thereafter, meet (Landlord shall approve or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to disapprove of the resubmitted Final Space Plan, then based upon the criteria set forth in this Section 3.2, within ten five (105) business days after Landlord receives such meeting, Tenant shall cause the resubmitted Final Space Plan to Plan. Such procedure shall be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue repeated until the Final Space Plan is approved; provided, however, that if Landlord fails to notify Tenant of Landlord’s approval or disapproval of any iteration of the Final Space Plan within the five (5) business day review period for approval or disapproval thereof, Tenant shall deliver Landlord an additional notice requesting approval and if Landlord thereafter fails to respond within three (3) business days of receipt of such additional notice, Landlord will be deemed to have approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in iteration of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before Subject to the applicable date terms and conditions of this Tenant Work Letter, Landlord conceptually approves the relocation and installation of equipment from Tenant’s photocathode facility located in Fremont, California as set forth in on Schedule 1 attached hereto (the Construction Schedule“Fremont Relocation Plan”), provided that Landlord reserves its right to approve the same as part of the Approved Working Drawings for the Tenant Improvements pursuant to this Tenant Work Letter. Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall deliver approve or disapprove the Final Space Plan to Landlord for within five (5) business days after Landlord's approval. Subject to the restrictions specified in Section 2.1 above’s receipt thereof, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) , conditioned or disapproval (with reasons delayed. Notwithstanding anything set forth herein to the contrary, Landlord and Tenant hereby agree that it shall be deemed reasonable for disapproval specified) Landlord to withhold its approval of the Final Space Plan if a “Design Problem” exists. A “Design Problem” shall mean and refer to any design criteria which would (a) materially and adversely affect the Building Structure or the base Building mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems installed or furnished by Landlord; (b) be in non-compliance with applicable building codes or Laws; (c) cause material interference with other tenants of the Project, or (d) materially and adversely affect the certificate of occupancy or its legal equivalent for the Premises within ten (10) business days after receipt thereof; Building or any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval portion thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If to correct any deficiencies or other matters Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other may reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantrequire.

Final Space Plan. Tenant has approved the preliminary space plans for the Third Floor Expansion Premises prepared by the Architects, on behalf of the Contractor (as hereinafter defined), attached as Attachment 1 hereto (collectively, the “Fit Plan”). On or before the applicable date set forth in Attachment 2, attached hereto, the Construction ScheduleArchitects shall prepare more detailed space plans (each, individually, a “Space Plan” and collectively, the “Space Plans”) for Tenant for the Third Floor Expansion Premises, which Space Plans shall be reasonably consistent with the Fit Plan. The Architects shall deliver the Space Plans and the Contractor shall deliver a preliminary budget for the cost of performing the work shown on each Space Plan to Landlord and Tenant for their approval. Landlord and Tenant shall review and provide any comments and requested changes to each Space Plan within five (5) Business Days of receipt thereof. In the event that Tenant or Landlord have any comments or requested changes to either Space Plan, Landlord shall use reasonable efforts to cause the applicable Architect to prepare and circulate a modified Space Plan within five (5) Business Days of such Architect’s receipt of any requested changes from Tenant or Landlord. Such process of submittal and response within the final space plan for Tenant Improvements time frames specified in the Building (collectivelypreceding sentence shall continue until each of Landlord and Tenant gives written approval to the Space Plans, with the "FINAL SPACE PLAN"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver understanding that the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheldas defined below) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed approved no later than the date set forth for such approval on Attachment 2. Once Landlord and Tenant approve the Space Plans, the Space Plans shall be considered to be Landlord's disapproval thereof. If Landlord disapproves final (the “Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues”). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after Time is of the meeting between Landlord and Tenantesence of this Section 2.2.

Final Space Plan. On or before Within five (5) days of the applicable date set forth in full execution and delivery of the Construction ScheduleLease by Landlord and Tenant, Tenant shall meet with Landlord’s Architect and provide Landlord’s Architect with information regarding the preliminary layout and designation of all proposed offices, rooms and other partitioning, and their intended use and equipment to be contained therein (the “Information”). Landlord shall cause the Architect to, based on such Information (subject to changes reasonably required by Landlord), to work with Tenant to prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall to deliver the Final Space Plan to Landlord Tenant for Landlord's Tenant’s approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from shall approve or reasonably disapprove the Final Space Plan or any revisions thereto within five (5) business days after Landlord delivers the Final Space Plan or such revisions to Tenant; provided, however, that Tenant may only disapprove the Final Space Plan to the extent the same is not (subject to changes reasonably required by Landlord) in substantial conformance with the Information provided by Tenant to Architect (“Space Plan Design Problem”) unless Tenant agrees in writing that any changes requested by Tenant (and the processing of such changes even if they are not implemented) will be a layout for any space in the Building which Tenant elects not Delay. Tenant’s failure to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of disapprove the Final Space Plan for any Space Plan Design Problem or any revisions thereto by written notice to Landlord (which notice shall specify in detail the Premises reasonable reasons for Tenant’s disapproval pertaining to any Space Plan Design Problem) within ten said five (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (105) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause constitute Tenant’s approval of the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite or such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantrevisions.

Final Space Plan. On or before the applicable date set forth in the Construction ScheduleSchedule 1, attached hereto, Tenant shall cause and the Architect to shall prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver two (2) copies signed by Tenant of the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from Landlord shall approve or disapprove the Final Space Plan a layout for any space in the Building which by notice to Tenant elects not to initially build out. Landlord shall notify Tenant of its approval within five (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (105) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofreceipt of the same. If Landlord disapproves the Final Space Plan, Landlord's notice of disapproval shall specify any revisions Landlord desires in the Final Space Plan. If Landlord timely and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to disapproves of the Final Space Plan, then Tenant shall cause the Architect to revise the Final Space Plan, taking into account the reasons for Landlord's disapproval, and resubmit the Final Space Plan to Landlord for its approval. Such revision and resubmission shall occur within five (5) business days after Tenant's receipt of Landlord's timely delivery of such notice of disapproval if such revision is not material, and within such longer period of time as may be reasonably necessary (but not more than ten (10) business days after such meetingreceipt by Tenant) if such revision is material. Notwithstanding the generality of the foregoing, Tenant shall cause the Landlord may not disapprove of any Final Space Plan to be revised in accordance with proposed by Tenant unless the parties' conceptual agreement proposed Tenant Improvements would cause a Design Problem (as hereinafter defined). A "Design Problem" shall mean any of the following: (a) an adverse effect on Base, Shell and shall resubmit Core of the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved Premises (as reasonably determined by Landlord), (b) a material increase in the cost of occupancy, use, maintenance or repair of the Building or the Project, or (c) noncompliance with Code. If Landlord and Landlord’s written approval, or disapproval satisfying the requirements of the preceding sentence, is not received by Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after following Landlord's receipt of the meeting between Landlord and proposed Final Space Plan from Tenant, then the terms of Section 3.7, below, shall be applicable. Such procedure shall be repeated as necessary until Tenant has approved the Final Space Plan.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause and the Architect to shall prepare the final space plan for the Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above; provided, however, Landlord agrees that Tenant may exclude from submit the Final Space Plan and any other Construction Drawings on a layout for any space floor-by-floor basis and in the Building which event of any such partial submittals, Article 3 shall apply to such partial submittals as if Tenant elects not to initially build outEXHIBIT D -7- had submitted the Final Space Plan and/or Construction Drawings for the entire Building. The Final Space Plan shall show all corridors, internal and external offices and partitions, paths of travel, and exiting. Landlord shall notify Tenant of its approval shall, within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for (i) approve the Premises within ten Final Space Plan, (10ii) business days after receipt thereof; any failure by Landlord approve the Final Space Plan subject to notify Tenant of its approval or disapproval within such ten specified conditions (10) business day period which shall be deemed limited to conditions required to eliminate a Design Problem and must be stated in a reasonably clear manner) to be complied with (which shall be limited to conditions required to eliminate a Design Problem) when the Final Working Drawings are submitted by Tenant to Landlord's disapproval thereof, or (iii) disapprove the Final Space Plan for a Design Problem and return the same to Tenant with requested revisions; provided, however, that Landlord shall only disapprove the Final Space Plan if the Tenant Improvements as shown on the Final Space Plan has a Design Problem. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause may resubmit the Final Space Plan to be revised in accordance with Landlord at any time, and Landlord shall approve or disapprove of the parties' conceptual agreement and shall resubmit the resubmitted Final Space Plan for Landlord's approvalPlan, based upon the criteria set forth in this Section 3.2, within three (3) business days after Landlord receives such resubmitted Final Space Plan. This process Such procedures shall continue be repeated until the Final Space Plan is approved by approved. Landlord. If Landlord and 's failure to timely respond to Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in within any applicable response period referenced herein shall be deemed Landlord's approval of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before Promptly after preparation thereof by the applicable date set forth in the Construction ScheduleDesign Professionals, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which Final Space Plan ) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Plan. Landlord for shall advise Tenant within ten (10) days after Landlord's approval. Subject to receipt of the restrictions specified in Section 2.1 above, Tenant may exclude from the proposed Final Space Plan a layout for if, in Landlord's reasonable discretion (except as provided below), the same is unsatisfactory or incomplete in any space in the Building which Tenant elects not to initially build outrespect. Landlord shall notify Tenant Any notice of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan by Landlord shall include the reasons for Landlord's disapproval and a description of the Premises revisions which would be required in order to obtain Landlord's approval. If Landlord fails to approve or disapprove (in any respect) Tenant's proposed Final Space Plan within said ten (10) day period and thereafter (a) Tenant delivers written notice to Landlord expressly stating in bold-faced capitalized letters that Landlord must either approve or disapprove Tenant's proposed Final Space Plan within five (5) business days after receipt thereof; any failure by following the date Landlord receives such notice and (b) within said five (5) business day period Landlord does not deliver to notify Tenant written notice of its approval or disapproval within such ten (10in any respect) business day period shall be deemed to be Landlordof Tenant's disapproval thereof. If Landlord disapproves the proposed Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt shall be deemed to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the have approved Tenant's proposed Final Space Plan, then within ten (10) business days after such meeting. If Landlord advises Tenant that the proposed Final Space Plan is unsatisfactory or incomplete in any respect, Tenant shall promptly (i) cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to correct any deficiencies or other matters Landlord may reasonably require, and shall resubmit the (ii) deliver such revised Final Space Plan for to Landlord's approval. This process shall continue until Notwithstanding anything to the contrary herein, Landlord may withhold its approval of any proposed Final Space Plan is approved by in Landlord. If Landlord 's sole and Tenant are, despite such meeting, unable absolute discretion with respect to resolve any aspect of the items disapproved by Landlord in the proposed Final Space PlanPlan that may affect (a) the structural elements or components of the Building, or (b) any mechanical (including HVAC), electrical, plumbing, life safety, or sprinkler systems in or serving the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement Premises or any other part of the Building, (c) the exterior of the Building, or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute (d) the premises of any other tenant or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then occupant (including Landlord) of the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and TenantBuilding.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause and the Architect shall have the right, but not the obligation, to prepare the a final space plan for the Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”). In the event that Tenant shall include prepare a layout and a designation of all officesFinal Space Plan, rooms and other partitioning, their intended use, and equipment to be contained therein, and Tenant shall deliver the Final Space Plan to Landlord for Landlord's ’s approval. Subject to the restrictions specified in Section 2.1 above; provided, however, Landlord agrees that Tenant may exclude from submit the Final Space Plan and any other Construction Drawings on a layout for any space piece-by-piece basis and in the event of any such partial submittals, Article 3 shall apply to such partial submittals as if Tenant had submitted the Final Space Plan and/or Construction Drawings for the entire Building which Tenant elects not to initially build outPremises. The Final Space Plan shall show all corridors, internal and external offices and partitions, paths of travel, and exiting. Landlord shall notify Tenant of its approval shall, within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for (i) approve the Premises within ten Final Space Plan, (10ii) business days after receipt thereof; any failure by Landlord approve the Final Space Plan subject to notify Tenant of its approval or disapproval within such ten specified conditions (10) business day period which shall be deemed limited to conditions required to eliminate a Design Problem and must be stated in a reasonably clear manner) to be complied with (which shall be limited to conditions required to eliminate a Design Problem) when the Final Working Drawings are submitted by Tenant to Landlord's disapproval thereof, or (iii) disapprove the Final Space Plan for a Design Problem and return the same to Tenant with requested revisions; provided, however, that Landlord shall only disapprove the Final Space Plan if the Tenant Improvements as shown on the Final Space Plan has a Design Problem. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause may resubmit the Final Space Plan to be revised in accordance with Landlord at any time, and Landlord shall approve or disapprove of the parties' conceptual agreement and shall resubmit the resubmitted Final Space Plan for Landlord's approvalPlan, based upon the criteria set forth in this Section 3.2, within three (3) business days after Landlord receives such resubmitted Final Space Plan. This process Such procedures shall continue be repeated until the Final Space Plan is approved by approved. Landlord. If Landlord and ’s failure to timely respond to Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in within any applicable response period referenced herein shall be deemed Landlord’s approval of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause have the Architect right to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for the New Tenant Improvements in for the Building applicable Full TI Floor or Remaining Floor. The final space plan for each such particular Full TI Floor or Remaining Floor if so submitted by Tenant (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, partitioning and their intended use. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall, and equipment to be contained thereinwithin five (5) business days after Landlord receives such Final Space Plan, and shall deliver (i) approve the Final Space Plan, (ii) approve the Final Space Plan subject to Landlord for specified conditions stated in a reasonably clear manner to be complied with by Tenant when 804296.08/LAH4321-047/10-7/08/nng/law EXHIBIT ▇-▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] the Final Working Drawings are submitted by Tenant to Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from or (iii) disapprove the Final Space Plan and return the same to Tenant with requested revisions; provided however that Landlord may only disapprove or conditionally approve the Final Space Plan if and to the extent the same contains a layout for any space Design Problem (as defined in the Building Section 8.1 of this Lease), which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not or conditional approval) may be unreasonably withheld) or disapproval (withheld in Landlord's sole discretion with reasons for disapproval specified) respect to such Design Problem except as otherwise expressly provided in Section 8.1 of this Lease. If Landlord disapproves any draft of the Final Space Plan for a particular Full TI Floor or Remaining Floor because the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingsame contains a Design Problem, Tenant shall cause the Final Space Plan for such particular Full TI Floor or Remaining Floor to be revised to correct such Design Problem and deliver such revised Final Space Plan to Landlord for approval in accordance with the parties' conceptual agreement and criteria set forth above in this Section 3.2. The foregoing procedures shall resubmit the Final Space Plan for Landlord's approval. This process shall continue be repeated until the such applicable Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by respect, provided, Landlord to notify Tenant of may not withhold its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofconsent unless a Design Problem exists. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall to correct any deficiencies or other matters Landlord may reasonably require. Tenant will resubmit the Final Space Plan for Landlord's approvaland Landlord shall approve or disapprove of the resubmission within two (2) business days after receipt. This process shall continue until If Landlord fails to approve or disapprove of the Final Space Plan is within the applicable periods set forth above, Landlord shall be deemed to have approved by the Final Space Plan. Concurrently with Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in ’s review of the Final Space Plan, Landlord shall designate any Tenant Improvements that must be removed by Tenant at Tenant’s expense before the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such roleexpiration of the Term, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between provided that Landlord and Tenantmay not designate for removal any Tenant Improvements that are typical office improvements.

Final Space Plan. On or before the applicable date set forth As used in the Construction ScheduleLease of which this Exhibit is a part, the "Tenant Improvements" shall mean certain improvements to be permanently affixed to the Premises and shall not include any of Tenant's furniture, trade fixtures, telephone, telecommunications, computer or date cabling or equipment, or other equipment or personal property. Prior to the execution of this Lease, Landlord and Tenant have approved that certain preliminary space plan respecting the construction of the Tenant Improvements in the Premises, a copy of which is included as Exhibit D to the Lease (the "Preliminary Space Plan"). Promptly following the execution of this Lease, to the extent not theretofore approved by the parties, Landlord shall cause the Architect such architect as Landlord may reasonably designate to prepare the and submit to Tenant for its approval a final space plan for the Tenant Improvements in consistent with the Building Preliminary Space Plan which shall include specifications sufficient to allow preliminary estimated pricing for the costs of construction of the Tenant Improvements (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan shall include a layout and a designation . Tenant's approval of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) , conditioned or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises delayed and shall be deemed approved if, within ten (10) business days after following Tenant's receipt thereof; any failure by of the Final Space Plan, Tenant fails to deliver written notice to Landlord to notify Tenant of identifying the basis for its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofthereof in reasonable detail and providing suggested revisions thereto. If Landlord Tenant so timely disapproves the Final Space Plan, Landlord then the parties shall promptly meet and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval any differences as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause . If the Final Space Plan to be revised in accordance with has heretofore been approved by the parties' conceptual agreement and , notwithstanding anything to the contrary contained herein, Exhibit D to the Lease shall resubmit the be a copy of such Final Space Plan for Landlord's approvalPlan. This process shall continue until Promptly following the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in approval of the Final Space Plan, Landlord shall select a contractor to perform the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make work of the Tenant Improvements based upon a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then negotiated contract using the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after Final Space Plan as the meeting between Landlord and Tenantbasis of the estimated costs of the Tenant Improvements.

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the Premises before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereofif the same is unsatisfactory or incomplete in any respect; any failure by provided, however, Landlord shall only disapprove such Final Space Plans to notify Tenant the extent of its approval or disapproval within such ten (10) business day period a Design Problem. Landlord shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves set forth with reasonable specificity in what respect the Final Space Plan, Landlord and Plan is unsatisfactory or incomplete (based upon a commercially reasonable standard). If Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to correct any deficiencies or other matters Landlord may reasonably require, and immediately thereafter Architect shall resubmit promptly re-submit the Final Space Plan to Landlord for Landlord's its approval. This process Such procedure shall continue (except that the time frame to consent to any revisions shall be shortened to three (3) business days) until the Final Space Plan is approved by Landlord. If Landlord has not timely approved the Final Space Plan within the applicable time period set forth above, Tenant shall have the right to send a "reminder notice" to Landlord, which conspicuously indicates that Landlord's continued failure to respond may result in the deemed approval of the Final Space Plan most recently delivered to Landlord (which notice shall be delivered to Landlord pursuant to the terms of the Lease, shall clearly state the following in bold: "LANDLORD'S FAILURE TO RESPOND WITHIN THREE (3) BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF THE FINAL SPACE PLAN," and shall also be sent via electronic mail to the Landlord's representative set forth in Section 5.2 below). If Landlord fails to respond to Tenant areregarding the Final Space Plan within three (3) business days after its receipt of the reminder notice identified in the preceding sentence, despite then the Final Space Plan shall be deemed to have been approved by Landlord; provided, however, in no event shall such meeting, unable "deemed approval" occur to resolve the items disapproved by Landlord extent the parties are in discussions regarding the nature of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (details contained therein or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantspecifications pertaining thereto.

Final Space Plan. On or before Within three (3) business days of the applicable date set forth in full execution and delivery of the Construction ScheduleLease by Landlord and Tenant, Tenant shall cause meet with Landlord’s Architect and provide Landlord’s Architect with information regarding the preliminary layout and designation of all proposed offices, rooms and other partitioning, and their intended use and equipment to be contained therein (the “Information”). Landlord and Architect to shall, based on such Information, prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord Tenant for Landlord's Tenant’s approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from shall approve or reasonably disapprove the Final Space Plan a layout for or any space revisions thereto within three (3) business days after Landlord delivers the Final Space Plan or such revisions to Tenant; provided, however, that Tenant may only disapprove the Final Space Plan to the extent the same is not (subject to changes reasonably required by Landlord) in substantial conformance with the Building which Information provided by Tenant elects not to initially build outArchitect (“Space Plan Design Problem”). If Tenant reasonably disapproves the Final Space Plan, Tenant shall provide Landlord shall notify Tenant with written notice of its approval such disapproval within said three (which approval shall not be unreasonably withheld3) or disapproval (business day time period along with the reasons for disapproval specified) of such disapproval. Thereafter, the parties shall negotiate in good faith to revise the Final Space Plan to remove Tenant’s objections thereto. Tenant’s failure to disapprove the Final Space Plan for any Space Plan Design Problem or any revisions thereto by written notice to Landlord (which notice shall specify in detail the Premises reasonable reasons for Tenant’s disapproval pertaining to any Space Plan Design Problem) within ten said three (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (103) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause constitute Tenant’s approval of the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite or such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantrevisions.

Final Space Plan. On or before Prior to the applicable date set forth in execution of the Construction ScheduleLease, Tenant has met with Landlord’s Architect and provided Landlord’s Architect with information regarding the preliminary layout and designation of all proposed offices, rooms and other partitioning, and their intended use and equipment to be contained therein (the “Information”). Tenant shall cause continue to communicate with Landlord’s Architect as necessary concerning the Information to facilitate the design of the Tenant Improvements. Landlord and Architect shall, based on such Information (subject to changes reasonably required by Landlord), prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord Tenant for Landlord's Tenant’s approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from shall approve or reasonably disapprove the Final Space Plan a layout for or any space in revisions thereto within five (5) business days after Landlord delivers the Building which Tenant elects not Final Space Plan or such revisions to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or Tenant; provided, however, that any delay due to Tenant’s disapproval (with reasons for disapproval specified) of the Final Space Plan (other than to the extent the same is not (subject to changes reasonably required by Landlord) in substantial conformance with the Information provided by Tenant to Architect (such nonconformity, a “Space Plan Design Problem”)) shall constitute a Tenant Delay. Tenant’s failure to disapprove the Final Space Plan for any Space Plan Design Problem or any revisions thereto by written notice to Landlord (which notice shall specify in detail the Premises reasonable reasons for Tenant’s disapproval pertaining to any Space Plan Design Problem) within ten said five (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (105) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves constitute Tenant’s approval of the Final Space PlanPlan or such revisions. The scope and design of the Tenant Improvements and all Construction Drawings shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing approval right, Landlord and Tenant shallagree that the overall look, within two feel and layout (2specifically, the balance between open areas and enclosed offices/rooms) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and of the Tenant conceptually agree upon revisions to Improvements shall be made substantially similar to the Final Space Planlook, then within ten feel and layout of the tenant improvements existing in Suite 350 on the date of the Lease and the layout of the improvements shown on the preliminary plan for the Tenant Improvements dated July 12, 2017 (10a copy of which is attached hereto as Exhibit C-2), including an interior stairwell as shown on those preliminary plans (provided that in any event the interior stairwell must be meet the requirements for Building Standard Stairs contained in Exhibit C-1 attached hereto) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan(collectively, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues“Design Standards”). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with copies of its final space plan for Tenant Improvements in the Building each Project (collectively, the "FINAL SPACE PLAN"Final Space Plan" of such Project), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, partitioning included in the applicable Project Site and their intended use. To the extent reasonable, and equipment to be contained therein, and shall deliver Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Plan. Within ten (10) business days of Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the ’s receipt of a Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Plan, Landlord shall notify Tenant in writing whether (i) Landlord approves of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the such Final Space Plan or whether (ii) Landlord disapproves such Final Space Plan, which disapproval shall specify the reasonable basis for such disapproval and shall be accompanied by a written reasonably detailed description of changes required in order to satisfy Landlord’s concerns. Notwithstanding the Premises generality of the foregoing, Landlord may not disapprove of any Final Space Plan proposed by Tenant unless the proposed improvements would (a) have an adverse effect on Building Systems or Building Structure (as reasonably determined by Landlord), (b) materially increase the cost of occupancy, use, maintenance or repair of the Building or the Project, or (c) cause noncompliance with Code. If Landlord’s written approval, or disapproval satisfying the requirements of the preceding sentence, is not received by Tenant within ten (10) business days after following Landlord's receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period the proposed Final Space Plan from Tenant, then the terms of Section 4.6, below, shall be deemed to be Landlord's disapproval thereofapplicable. If Landlord timely and reasonably disapproves of the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance as reasonably required to address Landlord’s concerns, and shall submit the revised Final Space Plan to Landlord for review, with the parties' conceptual agreement and shall resubmit foregoing review process to be repeated until Landlord has approved (or is deemed to have approved per the below) the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and TenantProject.

Final Space Plan. On or before the applicable date set forth in the Construction ScheduleSchedule 2, attached hereto, Tenant and Architect shall cause the Architect to prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's ’s approval. Subject Tenant shall submit to Landlord the Space Plan for Landlord’s review and approval. Within five (5) business days after Landlord receives the Space Plan, Landlord shall either approve or disapprove the Space Plan for reasonable and material reasons (which shall be limited to the restrictions specified following: (i) adverse effect on the Building; (ii) possible damage to the Systems and Equipment; (iii) non¬compliance with applicable codes; (iv) effect on the exterior appearance of the Building, (v) reduction of the scope of the Tenant Improvements resulting in Section 2.1 abovea failure to construct Tenant Improvements in the entire Premises (for the avoidance of doubt, Tenant may exclude from it shall be reasonable for Landlord to disapprove a change to the Final Space Plan a layout for any space if such change contemplates the elimination of Tenant’s construction of certain floor(s) within the Premises), or (vi) unreasonable interference with the normal and customary business operations of other tenants in the Building which Tenant elects not (each, a “Design Problem”)) and return the Space Plan to initially build outTenant. In such event, Landlord shall notify require, and Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of make the Final changes necessary in order to correct the Design Problems and shall return the Space Plan for the Premises to Landlord, which Landlord shall approve or disapprove within ten three (103) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period receives the revised Space Plan. This procedure shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue repeated until the Final Space Plan is finally approved by Landlord. If Landlord and written approval has been delivered to and received by Tenant. The Space Plan may be submitted by Tenant arein one or more stages and at one or more times, despite and the time periods for Landlord’s approval shall apply with respect to each such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantportion submitted.

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the subject Phase of the Premises before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the subject Phase of the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to notify Tenant of Landlord's approval or disapproval of any such Final Space Plan within such five (5) business day period, Tenant shall have the right to provide Landlord with the parties' conceptual agreement and shall resubmit a second written request for approval (a "Second Request") that specifically identifies the Final Space Plan for and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLAN." If Landlord fails to respond to such Second Request within three (3) business days after receipt by Landlord's approval. This process shall continue until , the Final Space Plan is in question shall be deemed approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before In addition to the applicable date set forth in the Construction ScheduleTenant Improvement Allowance, Tenant shall cause be entitled to a one-time allowance in the amount of fifteen cents ($0.12) for each rentable square foot of the entire Premises (i.e., $ 17,414.16) for costs relating to space planning. Tenant and the Architect to shall prepare the final space plan for the Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained thereinPlan”), and shall deliver the Final Space Plan to Landlord for Landlord's ’s approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the The Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outshall show all corridors, internal and external offices and partitions, and exiting. Landlord shall notify Tenant of its approval shall, within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for (i) approve the Premises within ten Final Space Plan, (10ii) business days after receipt thereof; any failure by Landlord approve the Final Space Plan subject to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed specified conditions to be complied with when the Final Working Drawings are submitted by Tenant to Landlord's disapproval thereof, or (iii) reasonably disapprove the Final Space Plan. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause may resubmit the Final Space Plan to be revised in accordance with Landlord at any time, and Landlord shall approve or disapprove of the parties' conceptual agreement and shall resubmit the resubmitted Final Space Plan for Landlord's approvalPlan, based upon the criteria set forth in this Section 3.2, within five (5) business days after Landlord receives such resubmitted Final Space Plan. This process Such procedures shall continue be repeated until the Final Space Plan is approved approved. The Final Space Plan may be provided by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in one or more stages and at one or more times and the time periods set forth herein shall apply to each portion submitted. At the time Landlord approves the Final Space Plan, Landlord shall inform Tenant whether any portion of the parties Tenant Improvements constitute Specialty Alterations and must be removed from the Premises prior to the expiration or sooner termination of this Lease in accordance with Paragraph 11 of the Lease. Landlord acknowledges that the Tenant Improvements may include an area for receiving Palletized devices, including a new or expanded opening in the exterior wall of the Building to accommodate such deliveries. Landlord shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve not unreasonably withhold its approval of such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.B–4

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, partitioning and their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten if the same is unsatisfactory (10but only to the extent a Design Problem (as defined below) business days after receipt thereofexists) or incomplete but only to the extent that being incomplete could cause a Design Problem in any respect; any failure by Landlord to notify Tenant of its approval or disapproval within such ten five (105) business day period shall be deemed to be Landlord's disapproval approval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and to correct any deficiencies or other matters Landlord may reasonably require to eliminate a Design Problem. This process shall resubmit be repeated until Landlord has approved the Final Space Plan Plan. Notwithstanding anything to the contrary set forth above, Landlord and Tenant acknowledge that Tenant is designing and constructing the Improvements using a fast-track design/build format. If Tenant so elects, Tenant may forward to Landlord, for Landlord's approval, Construction Drawings for portions of the Improvement project rather than Construction Drawings for the entire Premises and the time periods set forth herein shall apply to each such submission. This process shall continue until Upon Landlord's approval or deemed approval of any such drawings, the Final Space Plan is approved Contractor may be instructed to submit the same to the applicable governmental authorities for receipt of Permits. A "Design Problem" means, and will only be deemed to exist to the extent, as reasonably determined by Landlord. If Landlord the standard that would be applied by a sophisticated and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord experienced landlord of a comparable building in terms of size and quality located in the Final Space PlanDallas North Tollway submarket of Dallas, Texas: (a) there may be an impairment of the structural integrity of the Building, (b) there may be an adverse effect on the mechanical, electrical, plumbing, heating, air-conditioning, ventilation, fire life-safety or other systems of the Building, (c) the Alterations or Improvements will be visible from the exterior of the Building, (d) the Improvements are not accomplished in a good and workmanlike manner in accordance with all governmental requirements including, but not limited to, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ ADA and the TAS, (e) Tenant fails to resolve obtain all governmental permits, licenses, and approvals required in connection with the construction of the Improvements, (f) the Alterations or Improvements may unreasonably interfere with the use of or access to its leased premises by another tenant of the Building, (g) such disagreement Alteration or Improvements may cause a safety issue, or (h) such Alteration or if Carrier ▇▇▇▇▇▇▇ is unwilling Improvements may result in additional maintenance costs over and above the cost typically expected for general office use unless Tenant agrees to make a determination to resolve pay for such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantadditional costs.

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the Premises before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by respect; provided, however, Landlord shall only disapprove such Final Space Plans to notify Tenant the extent of its approval or disapproval within such ten (10) business day period a Design Problem. Landlord shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves set forth with reasonable specificity in what respect the Final Space Plan, Landlord and Plan is unsatisfactory or incomplete (based upon a commercially reasonable standard). If Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to correct any deficiencies or other matters Landlord may reasonably require, and immediately thereafter Architect shall resubmit promptly re­submit the Final Space Plan to Landlord for Landlord's its approval. This process Such procedure shall continue (except that the time frame to consent to any revisions shall be shortened to three (3) business days) until the Final Space Plan is approved by Landlord. If Landlord has not timely approved the Final Space Plan within the applicable time period set forth above, Tenant shall have the right to send a "reminder notice" to Landlord, which conspicuously indicates that Landlord's continued failure to respond may result in the deemed approval of the Final Space Plan most recently delivered to Landlord (which notice shall be delivered to Landlord pursuant to the terms of the Lease, shall clearly state the following in bold: "LANDLORD'S FAILURE TO RESPOND WITHIN THREE (3) BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF THE FINAL SPACE PLAN," and shall also be sent via electronic mail to the Landlord's representative set forth in Section 5.2 below). If Landlord fails to respond to Tenant areregarding the Final Space Plan within three (3) business days after its receipt of the reminder notice identified in the preceding sentence, despite then the Final Space Plan shall be deemed to have been approved by Landlord; provided, however, in no event shall such meeting, unable "deemed approval" occur to resolve the items disapproved by Landlord extent the parties are in discussions regarding the nature of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (details contained therein or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantspecifications pertaining thereto.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) hard copies of its final space plan for each Portion of the Premises, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant’s design intent, for the Premises before any architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant’s delivery of such hard copies, Tenant Improvements in shall send to Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for each Portion of the Building Premises (collectivelyeach, the "FINAL SPACE PLAN"), which a “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) disapprove any portion of the Final Space Plan which (i) is logically consistent with any Final Space Plan previously approved by Landlord for any Portion of the Premises or (ii) is substantially similar to those improvement depicted on Schedule 2 attached hereto. Landlord shall advise Tenant within ten five (105) business days after Landlord’s receipt of a Final Space Plan a Design Problem exists with respect to such Final Space Plan, otherwise Landlord shall approve such Final Space Plan. If Landlord fails to timely respond as to whether a Design Problem exists, Tenant may deliver to Landlord a second written request for such approval, which written notice must state in bold and all caps, “FAILURE TO RESPOND TO THIS WRITTEN NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT HEREOF SHALL CONSTITUTE APPROVAL OF THE FINAL SPACE PLAN.” If Landlord fails to advise Tenant whether a Design Problem exists with respect to the Final Space Plan within such three (3) business day period, then Landlord will be deemed to have approved the applicable Final Space Plan. If Landlord advises Tenant that a Design Problem exists with respect to a Final Space Plan, Tenant shall cause the applicable Final Space Plan to be revised to correct such Design Problem. Landlord shall approve any re-submittal of a Final Space Plan within three (3) business days after receipt thereof; any thereof and Landlord’s failure by Landlord to notify Tenant of its approval or disapproval respond within such ten three (103) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the ’s approval of such Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before Tenant has provided Landlord with a preliminary space plan (the applicable date set forth in “Preliminary Space Plan”) for the Construction SchedulePremises, which is attached hereto as Exhibit C-1. Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, laboratory space, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify advise Tenant of its approval within three (which approval shall not be unreasonably withheld3) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten of the Final Space Plan, it being understood that (10i) business day period Landlord shall be deemed to be Landlord's disapproval thereof. If not unreasonably withhold, condition or delay its approval of the Final Space Plan, and (ii) if Landlord disapproves the Final Space Plan, Landlord shall specify in reasonable detail the reasons for such disapproval, together with a proposal for modifications and the parties shall negotiate in good faith to reach agreement on the item proposed. If Landlord fails to notify Tenant shallthat it disapproves of the Final Space Plan within three (3) business days after the submission thereof, then Landlord shall be deemed to have approved the Final Space Plans in question. If Landlord initially disapproves the Final Space Plans and still disapproves the Final Space Plans within two (2) business days thereafterfollowing the second re-submittal thereof, meet (or telephonically confer) then, so long as Tenant has acted professionally, reasonably and in an attempt good faith to address and resolve any disapproved items, such continued disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions shall thereafter be deemed to be made to a Force Majeure Delay (on a day-for-day basis until Landlord approves the Final Space PlanPlans). At Tenant’s option, then within ten (10) business days after such meetingprior to the submission of the “Final Working Drawings,” as that term is defined in Section 3.3, below, Tenant shall cause supply Landlord with intermediate stages of the Final Space Plan Construction Drawings, and the time frames and other conditions of Landlord’s approval of such intermediate stages set forth in this 3.2 shall apply to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite all such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantintermediate stages.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises each Floor Group within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with an AutoCAD files and one (1) hard copy signed by Tenant of its final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which . The Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for the Premises within ten if the same is approved, or, if the Final Space Plan is not reasonably satisfactory or is incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. Landlord shall not unreasonably withhold its consent to any draft Final Space Plan, provided that Tenant shall design such improvements so as to not (10i) business days after receipt thereof; any failure by Landlord to notify have a material adverse effect on the Building Structure or Base Building Systems, and (ii) unreasonably interfere with the customary office operations of other occupants in the Building. If Tenant of its approval or disapproval within such ten (10) business day period is so advised, Tenant shall be deemed promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require and deliver such revised Final Space Plan to Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Tenant may resubmit the proposed Final Space Plan to Landlord at any time, and Tenant shall, within two (2) business days thereafter, meet (Landlord shall approve or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to disapprove of the resubmitted Final Space Plan, then based upon the criteria set forth in this Section 3.2, within ten five (105) business days after Landlord receives such meeting, Tenant shall cause the resubmitted Final Space Plan to Plan. Such procedures shall be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue repeated until the Final Space Plan is approved by Landlordapproved. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier EXHIBIT B -9- ▇▇▇ ▇▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role[Airbnb, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.Inc.]

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises before any architectural working drawings or engineering drawings have been commenced. The final space plan (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for the Premises that the same is either satisfactory or unsatisfactory (or incomplete), and if unsatisfactory or incomplete, describing what is necessary to make them satisfactory or complete with detail sufficient to enable the Architects and Engineers to make corrections. If Landlord fails to respond to Tenant within ten five (105) business days after Landlord’s receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space PlanPlan for the Premises, Tenant shall send to Landlord written notice that Landlord failed to respond within such five (5) business days and Tenant shall, within two this written notice shall contain the following statement: “IF LANDLORD FAILS TO TIMELY RESPOND TO THIS NOTICE WITHIN TWO (2) business days thereafterBUSINESS DAYS AFTER ITS RECEIPT OF THIS NOTICE, meet (or telephonically confer) in an attempt THE FINAL SPACE PLAN SHALL BE DEEMED APPROVED UNLESS LANDLORD RESPONDS THAT THE SAME IS UNSATISFACTORY OR INCOMPLETE, DESCRIBING WHAT IS NECESSARY TO MAKE THEM SATISFACTORY OR COMPLETE WITH DETAIL SUFFICIENT TO ENABLE THE ARCHITECTS AND ENGINEERS TO MAKE CORRECTIONS.” If Tenant is so advised within the time provided as to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions what is necessary to be made to make the Final Space Plan, then within ten (10) business days after such meetingPlan satisfactory or complete, Tenant shall promptly (i) cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to correct any deficiencies or other matters Landlord may reasonably require, and shall resubmit the (ii) deliver such revised Final Space Plan for to Landlord's approval. This process shall continue until , and so long as the revised Final Space Plan is approved reflects the corrections reasonably requested by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) they shall be made within ten (10) business days after the meeting between Landlord and Tenantdeemed approved.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) copies signed by Tenant and a CAD set of its final space plan for Tenant Improvements in each portion of the Building Premises before any architectural working drawings or engineering drawings have been commenced. Each such final space plan (collectively, the a "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and the equipment anticipated to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in a Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord's receipt of a Final Space Plan for any particular portion of the Premises if the same is unsatisfactory or incomplete in any respect, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. Landlord shall deliver not unreasonably withhold its consent to the Final Space Plan. If Tenant is so advised by Landlord that the Final Space Plan is not satisfactory or complete, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the reasonably require and deliver such revised Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Tenant may resubmit the proposed Final Space Plan to Landlord at any time, and Tenant shall, within two (2) business days thereafter, meet (Landlord shall approve or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to disapprove of the resubmitted Final Space Plan, then based upon the criteria set forth in this Section 3.2, within ten five (105) business days after Landlord receives such meeting, Tenant shall cause the resubmitted Final Space Plan to Plan. Such procedure shall be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue repeated until the Final Space Plan is approved by Landlordapproved. If Landlord and fails to notify Tenant are, despite of Landlord's approval or disapproval of such meeting, unable to resolve the items disapproved by Landlord in the Final Space PlanPlans within such five (5) business day period, Tenant shall have the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ right to resolve provide Landlord with a second written request for approval (a "Second Request") that specifically identifies the applicable Final Space Plans and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL OF FINAL SPACE PLANS PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLANS DESCRIBED HEREIN." If Landlord fails to respond to such disagreement Second Request within five (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (105) business days after receipt by Landlord, the meeting between Landlord and TenantFinal Space Plans in question shall be deemed approved by Landlord.

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant’s design intent, for the Premises before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant’s delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan Plan”) shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within ten (which approval shall not be unreasonably withheld10) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, then Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) shall state in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, reasonable detail the changes which Landlord and Tenant conceptually agree upon revisions requires to be made to the Final Space Plan, then within ten (10) business days after such meetingthereto. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require. Landlord shall give Tenant written notice of its approval or disapproval of the revised Final Space Plan within five (5) business days after Landlord’s receipt thereof (unless additional time is reasonably required due to the nature of the revisions, in accordance with which event Landlord shall inform Tenant, within such 5-business day period, of the parties' conceptual agreement need for additional time and Landlord shall resubmit thereafter diligently complete its review of such Final Space Plan as quickly as reasonably practical). If Landlord disapproves the revised Final Space Plan, then Landlord and Tenant shall continue to follow the procedures set forth in this Section 3.3 until Landlord approves the Final Space Plan. If Landlord neither expressly approves nor disapproves the Final Space Plan for Landlord's approval. This process shall continue until or the revised Final Space Plan within the applicable time periods provided above, Tenant may provide written notice of such failure to Landlord and if Landlord thereafter fails to approve or disapprove the Final Space Plan is or the revised Final Space Plan within three (3) business days after Landlord’s receipt of such notice, then Landlord will be deemed to have approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in iteration of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare Attached hereto as Exhibit B-1 is a copy of the final space plan for the Tenant Improvements in the Building (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan shall include a layout and a designation is deemed approved upon execution of all offices, rooms and other partitioning, their intended use, and equipment the Lease. Should any revisions be made to be contained therein, and shall deliver the Final Space Plan to Landlord for after execution of the Lease, such revision shall be approved by Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, without limitation as to other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to any proposed Tenant Improvements or aspect of the Final Space Plan in the event the same (i) require, or disapproval might reasonably require, or give rise to governmentally required changes to the Base Building, (ii) have an adverse effect on the structural integrity of the Building; (iii) are not in compliance with reasons Code; (iv) have an adverse effect on the systems and equipment of the Building; or (v) have an effect on the exterior appearance of the Building (individually or collectively, a "Design Problem"). Landlord may request clarification or more specific drawings for disapproval specifiedspecial use items not included in the Final Space Plan. Landlord shall advise Tenant within ten (10) days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to correct any deficiencies or other matters Landlord may reasonably require. Landlord and shall resubmit Tenant have agreed that Landlord has reviewed the Final Space Plan for Landlord's approval. This process and, and notwithstanding anything to the contrary set forth in this Lease, Tenant shall continue until only be required to remove the Tenant Improvements depicted in the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve solely o the items disapproved by Landlord extent described in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and TenantSchedule 8.5.

Final Space Plan. On or before Promptly following Tenant's selection and Landlord's retention of the applicable date set forth in the Construction ScheduleTI Architect pursuant to an Approved TI Design Contract, Tenant Landlord shall cause the TI Architect to prepare the final and deliver to Tenant a schematic space plan for the Tenant Improvements in that conforms to the Building Preliminary Drawings (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan . Such preparation and delivery shall include a layout occur in accordance with the Project Schedule and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and the Approved TI Design Contracts. Tenant shall deliver approve or disapprove the Final Space Plan by notice to Landlord for Landlord's approval. Subject to in accordance with the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofProject Schedule. If Landlord Tenant disapproves the Final Space Plan, Landlord and Tenant's notice of disapproval shall specify any revisions Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) desires in an attempt to resolve the Final Space Plan. After receiving such disapproval as soon as reasonably possible. If, in connection with such meetingnotice of disapproval, Landlord and Tenant conceptually agree upon revisions shall cause the Architect to be made to revise the Final Space Plan, then taking into account the reasons for Tenant's disapproval (provided, however, that Landlord shall not be required to cause the Architect to make any revision to the Final Space Plan that creates a TI Design Problem), and resubmit the Final Space Plan to Tenant for its approval. Such revision and resubmission shall occur within five (5) business days after Landlord's receipt of Tenant's notice of disapproval (if such revision is not material; otherwise the revised Final Space Plan will be resubmitted to Tenant within such longer period of time as may be reasonably necessary, but not more than ten (10) business days after such meeting, receipt by Landlord). Such procedure shall be repeated as necessary until Tenant shall cause has approved the Space Plan. The Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve shall be known as the items disapproved by Landlord in the Final "Approved Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant."

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the Premises before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereofif the same is unsatisfactory or incomplete in any respect; any failure by provided, however, Landlord shall only disapprove such Final Space Plans to notify Tenant the extent of its approval or disapproval within such ten (10) business day period a Design Problem. Landlord shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves set forth with reasonable specificity in what respect the Final Space Plan, Landlord and Plan is unsatisfactory or incomplete (based upon a commercially reasonable standard). If Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement to correct any deficiencies or other matters Landlord may reasonably require, and immediately thereafter Architect shall resubmit promptly re-submit the Final Space Plan to Landlord for Landlord's its approval. This process Such procedure shall continue (except that the time frame to consent to any revisions shall be shortened to three (3) business days) until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in has not timely approved the Final Space Plan, Plan within the parties shall mutually select an architect from Carrier 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -5- ▇▇▇▇ ▇▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇, ▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role[Second Amendment/Substitute Premises Amendment] [Entropic Communications, then Inc.] applicable time period set forth above, Tenant shall have the parties right to send a "reminder notice" to Landlord, which conspicuously indicates that Landlord's continued failure to respond may result in the deemed approval of the Final Space Plan most recently delivered to Landlord (which notice shall mutually agree upon some other reasonably qualified architect be delivered to resolve such issuesLandlord pursuant to the terms of the Lease, shall clearly state the following in bold: "LANDLORD'S FAILURE TO RESPOND WITHIN THREE (3) BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF THE FINAL SPACE PLAN," and shall also be sent via electronic mail to the Landlord's representative set forth in Section 5.2 below). Any such resolution by such architect If Landlord fails to respond to Tenant regarding the Final Space Plan within three (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (103) business days after its receipt of the meeting between Landlord and Tenantreminder notice identified in the preceding sentence, then the Final Space Plan shall be deemed to have been approved by Landlord; provided, however, in no event shall such "deemed approval" occur to the extent the parties are in discussions regarding the nature of the Final Space Plan, the details contained therein or the specifications pertaining thereto.

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the Premises before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten if the same is unsatisfactory or incomplete in any respect (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period based upon a commercially reasonable standard). It shall be deemed commercially reasonable for Landlord to be Landlord's disapproval thereofdisapprove a submitted Final Space Plan for the following reasons: (i) such Final Space Plan would have an adverse effect on the structural integrity of the Building, (ii) such Final Space Plan fails to comply with applicable Code and/or other applicable governmental regulations, (iii) such Final Space Plans would have an adverse effect on the systems and equipment of the Building, (iv) such Final Space Plans would have an adverse effect on the exterior appearance of the Building (individually or collectively, a 723517.06/WLA214064-00020/7-15-14/pjr EXHIBIT B3 12400 HIGH BLUFF DRIVEThird Amendment[AMN Healthcare, Inc.] Exhibit 10.1 "Design Problem"). If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approvalto correct any deficiencies or other matters Landlord may reasonably require. This process Such procedure shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite Landlord's failure to object to the Final Space Plan within such meeting, unable to resolve the items disapproved by Landlord in five (5) business day period shall constitute Landlord's approval of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with two (2) copies signed by Tenant of its final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan”) for Landlord’s reasonable approval. The Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, the configuration of workstations (if any) and their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval advise Tenant, with reasonable specificity, within five (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (105) business days after Landlord’s receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, if Landlord and Tenant shall, within two reasonably determines that a Design Problem (2as defined hereinbelow) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, exists in connection with the same in any respect. If Landlord fails to advise Tenant of any Design Problem within said five (5) business day period, Tenant shall have the right to give Landlord a second notice, and if Landlord fails to advise Tenant within one (1) business day after receipt of such meetingsecond notice, then Landlord and Tenant conceptually agree upon revisions shall be deemed to be made to the have approved such Final Space Plan, then within ten (10) business days after such meeting, . Tenant shall promptly cause the Final Space Plan to be revised to reflect Landlord’s comments before any architectural working drawings or engineering drawings are commenced. Notwithstanding anything to the contrary herein or in accordance the Lease, Tenant is not obligated to plan or construct any Tenant Improvements (it being acknowledged and agreed, however, that Tenant will not be entitled to any Tenant Improvement Allowance after July 31, 2018). As used in this Tenant Work Letter, “Design Problem” shall have the meaning given such term in Section 8.1 of the Original Lease with the parties' conceptual agreement respect to Alterations, and shall resubmit also include any proposed Tenant Improvements that would (i) result in a server or IT room being located below an existing room containing a wet plumbing connection of another tenant in the Final Space Plan Building, or (ii) have a wet plumbing connection above an existing server or IT room of another tenant in the Building. Tenant shall, at Tenant’s expense, remove any portion of the Tenant Improvements which are not customary office use in nature (such as stairwells or private restrooms) if required by Landlord upon the expiration or any early termination of the Lease Term (provided that Landlord shall notify Tenant of such removal requirement in writing at the time of Landlord’s consent to such Tenant Improvements). If no time period is stated herein for Landlord's approval. This process Landlord to respond to a request, provide a required consent, or take other action, Landlord shall continue until the Final Space Plan is approved by Landlordrespond within a five (5) business day period. If Landlord fails to respond within such five (5) business day period, Tenant shall have the right to give Landlord a second notice, and Tenant areif Landlord fails to respond within one (1) business day after receipt of such second notice, despite such meeting, unable Landlord’s failure to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) do so shall be made within ten (10) business days after the meeting between Landlord and Tenantdeemed a consent and/or waiver of such requirement.

Final Space Plan. On or before the applicable date set forth in the Construction ScheduleSchedule 2 attached to this Work Letter, Tenant shall cause supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the Architect Premises before any architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld5) or disapproval (with reasons for disapproval specified) business days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for to correct any deficiencies or other matters Landlord may reasonably require within five (5) business days of Tenant’s receipt of Landlord's approval’s notice thereof. This The foregoing process shall continue be continued until the Final Space Plan is has been approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve Tenant. Within fifteen (15) business days follows the items disapproved by Landlord in parties’ approval of the Final Space Plan, Tenant shall provide Landlord with a preliminary breakdown, by trade, of the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ anticipated costs to resolve such disagreement be incurred (or if Carrier ▇▇▇▇▇▇▇ which have been incurred), as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Improvements to be performed by or at the direction of Tenant or the "Contractor," as that term is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then defined in Section 4.1 below (the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues"Preliminary Budget"). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction ScheduleOctober 31, 2011, Tenant shall provide Landlord with any requested changes to the Initial Space Plan. The Tenant’s requested changes to the Initial Space Plan shall be subject to review and approval by Landlord, which approval may be granted, granted subject to certain conditions, or withheld in Landlord’s reasonable discretion. Factors the Landlord may consider in its review include, but are not limited to, any impact on the project schedule, compatibility with other construction and electrical, mechanical, life safety, and other systems within the Premises, the degree to which the requested changes are non-standard or specialized improvements, the long term value of the Tenant Improvements, any impact on Landlord’s financing, including the Landlord’s ability to obtain permanent financing (including the timing to close such financing) and impact on the Landlord’s costs to construct the Base Building Improvements. Promptly after approval of the tenant requested changes by Landlord, and acceptance of conditions placed on the approval, if any, by Tenant, but no later than November 29, 2011, Landlord shall use commercially reasonable efforts to cause the Architect Architect/Space Planner to prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord Tenant for Landlord's approval. Subject to Tenant shall, within five (5) business days after Tenant’s receipt of the restrictions specified in Section 2.1 aboveFinal Space Plan, Tenant may exclude from (i) approve the Final Space Plan, (ii) approve the Final Space Plan a layout for any space subject to specified conditions which conditions Landlord may approve or disapprove in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval reasonable discretion, or (which approval shall not be unreasonably withheldiii) or disapproval (with reasons for disapproval specified) of disapprove the Final Space Plan for and return the Premises within ten (10) business days after receipt thereof; any failure by same to Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofwith detailed requested revisions. If Tenant or Landlord disapproves the Final Space Plan, Tenant and Landlord shall meet and Tenant shalltry to resolve the dispute, and if not successful within two five (25) business days thereafterdays, meet either Tenant or Landlord may submit the dispute to mediation pursuant to Section 6.7 below. Each day of delay in reaching a decision after the date that is five (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (105) business days after such meetingTenant’s receipt of the Final Space Plan shall be assigned by the mediator as either a Tenant Delay or a Landlord Delay (or allocated in a proportion determined by the mediator as a Tenant Delay and a Landlord Delay). Promptly after agreement between the parties or a decision by the mediator, Tenant if needed to implement a revision, Landlord shall use commercially reasonable efforts to cause the Architect/Space Planner to revise the Final Space Plan and resubmit the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord Tenant and Tenant are, despite such meeting, unable to resolve shall approve or disapprove of the items disapproved by Landlord in the resubmitted Final Space Plan, based upon the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantcriteria set forth in this Section 3.3.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with one PDF copy signed by Tenant of its final space plan for Tenant Improvements in the Building Fifth Amendment Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the . Such Final Space Plan to Landlord for shall be approved by Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, without limitation as to other reasonable grounds for withholding consent, it shall be deemed reasonable for Landlord to withhold its consent to any proposed Fifth Amendment Premises Improvements or aspect of the Final Space Plan in the event the same (i) require, or disapproval might reasonably require, or give rise to governmentally required changes to the Base Building, (ii) have an adverse effect on the structural integrity of the Building; (iii) are not in compliance with reasons Code; (iv) have an adverse effect on the systems and equipment of the Building; (v) have an effect on the exterior appearance of the Building; or (vi) cause unreasonable interference with the normal and customary office operations of any other tenant in the Building Landlord's initials /s/ K.W. Tenant's initials _______________ EXHIBIT B CHINA BASINFifth AmendmentLyft, Inc. (individually or collectively, a "Design Problem"). Landlord may request clarification or more specific drawings for disapproval specifiedspecial use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord's receipt of the Final Space Plan for the Fifth Amendment Premises within ten (10) business days after receipt thereof; if the same is unsatisfactory or incomplete in any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereofrespect. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. If Landlord fails to notify Tenant of Landlord's approval or disapproval of any such Final Space Plan within such five (5) business day period, Tenant shall have the right to provide Landlord with the parties' conceptual agreement and shall resubmit a second written request for approval (a "Second Request") that specifically identifies the Final Space Plan for and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.2 OF THE WORK LETTER ATTACHED TO THE FIFTH AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE FINAL SPACE PLAN." If Landlord fails to respond to such Second Request within three (3) business days after receipt by Landlord's approval. This process shall continue until , the Final Space Plan is in question shall be deemed approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause and the Architect to shall prepare the final space plan for the Tenant Improvements in (the Building (collectively, the "FINAL SPACE PLAN"), which “Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained thereinPlan”), and shall deliver the Final Space Plan to Landlord for Landlord's ’s approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the The Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outshall show all corridors, internal and external offices and partitions, and exiting. Landlord shall notify Tenant of its approval shall, within four (which approval shall not be unreasonably withheld4) or disapproval (with reasons for disapproval specified) business days after Landlord’s receipt of the Final Space Plan for (i) approve the Premises within ten Final Space Plan, (10ii) business days after receipt thereof; any failure by Landlord approve the Final Space Plan subject to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed reasonable specified conditions to be complied with when the Final Working Drawings are submitted by Tenant to Landlord's disapproval thereof, or (iii) reasonably disapprove the Final Space Plan. If Landlord so disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause may resubmit the Final Space Plan to be revised in accordance with Landlord at any time, and Landlord shall approve or disapprove of the parties' conceptual agreement and shall resubmit the resubmitted Final Space Plan for Landlord's approvalPlan, based upon the criteria set forth in this Section 2.2, within four (4) business days after Landlord receives such resubmitted Final Space Plan. This process Such procedures shall continue be repeated until the Final Space Plan is approved. The Final Space Plan may be provided by Tenant to Landlord in one or more stages and at one or more times and the time periods set forth herein shall apply to each portion submitted. In the event Landlord fails to respond to the Final Space Plan within said four (4) business day period, then Tenant may resubmit the same to Landlord’s representative with a cover letter stating “Landlord’s failure to respond shall result in the deemed approval of the attached” in all capital letters and in bold face type. In the event Landlord fails to respond to the Final Space Plan within four (4) business days following such second submittal, then such second failure by Landlord shall be deemed acceptance and approval of the Final Space Plan by Landlord. Any changes to Base Building must be pre-approved by Landlord. If Landlord As used in this Work Letter, “Base Building” shall mean the structural portions of the Building, and Tenant arethe public restrooms, despite such meetingelevators, unable to resolve exit stairwells and the items disapproved by Landlord systems and equipment located in the Final Space Plan, internal core of the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (Building on the floor or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then floors on which the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and TenantPremises are located.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's ’s approval. Subject to the restrictions specified in Section 2.1 above, Within ten (10) Business Days after Tenant may exclude from delivers the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord, Landlord shall notify advise Tenant of its Landlord’s approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such reasonable objections). If Landlord fails to give its written objections to Tenant within such period, Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within three (3) Business Days after receipt of the second notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant shall revise the proposed Final Space Plan to meet Landlord’s reasonable objections and deliver the revised Final Space Plan to Landlord for the Premises within Landlord’s approval. Within ten (10) business days Business Days after receipt thereof; any failure by Tenant delivers the revised Final Space Plan to Landlord, Landlord to notify shall advise Tenant of its Landlord’s approval or disapproval within of the revised Final Space Plan (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such ten (10) business day period shall be deemed to be Landlord's disapproval thereofreasonable objections). If Landlord disapproves In reviewing the resubmitted Final Space Plan, Landlord and may only consider those parts of the Final Space Plan that address Landlord’s reasonable objections thereto; it being agreed that the other portions of the Final Space Plan (i.e., those portions that Landlord did not previously object to) will be deemed approved. Landlord shall advise Tenant shall, of Landlord’s approval or disapproval of the revised Final Space Plan within two (2) business days thereafterBusiness Days after Tenant submits same. If Landlord fails to give its written objections to Tenant within such period, meet Tenant shall deliver to Landlord an additional notice requesting Landlord’s approval or objections, which notice must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the top of the first page of the notice. If Landlord fails to give Tenant Landlord’s written objections within two (2) Business Days after receipt of the second notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant and Landlord shall continue to follow the revision, delivery and notice of objections procedure and schedule set forth above (based upon the turnaround and the double notice provisions) until Landlord approves (or telephonically conferis deemed to have approved) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in will not unreasonably withhold its approval of the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause and the Architect to shall prepare the final space plan for the Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and of the Equipment and Generator described in Section 6.4 of the Lease, the Electrical Conduit and Fuel Lines described in Section 6.5 of the Lease and the Basement Conduit described in Section 6.6 of the Lease and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to Landlord shall, within five (5) business days after Landlord's receipt of the restrictions specified in Section 2.1 aboveFinal Space Plan, Tenant may exclude from (i) approve the Final Space Plan, (ii) approve the Final Space Plan a layout for any space in subject to specified conditions to be complied with when the Building which Final Working Drawings are submitted by Tenant elects not to initially build out. Landlord shall notify Tenant of its approval Landlord, or (which approval shall not be unreasonably withheldiii) or disapproval (with reasons for disapproval specified) of disapprove the Final Space Plan for a Design Problem and return the Premises within ten same to Tenant with requested revisions; provided, however, that Landlord shall only disapprove the Final Space Plan for reasonable and material reasons, such as (10a) business days after receipt thereofan adverse effect on the structural integrity of the Building; any failure by Landlord to notify Tenant (b) non-compliance with Code; (c) an adverse effect on the systems and equipment of its approval the Building; or disapproval within such ten (10d) business day period shall be deemed to be Landlord's disapproval thereof. an effect on the exterior appearance of the Building (individually or collectively, a "Design Problem")- If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for to Landlord within five (5) business days after Tenant's receipt of Landlord's approval. This process disapproval, and Landlord shall continue until approve or disapprove of the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the resubmitted Final Space Plan, based upon the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement criteria set forth in this Section 3.2, within five (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (105) business days after Landlord receives such resubmitted Final Space Plan. Landlord's failure to respond within the meeting between Landlord and Tenanttime periods set forth herein shall be deemed Landlord's approval.

Final Space Plan. On or before Promptly after the applicable date set forth in the Construction Schedulefull execution and delivery of this Lease, Tenant shall cause the Architect to (with reasonable input by Landlord) shall prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLAN"“Final Space Plan”), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Tenant for Tenant’s approval or reasonable disapproval, which approval or reasonable disapproval shall be delivered by Tenant to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the no later than five (5) days after Tenant’s receipt of such Final Space Plan a layout for any space in the Building which Plan. Once Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves has approved the Final Space Plan, it shall be delivered to Landlord and Tenant shallfor Landlord’s reasonable approval, which such approval or disapproval must be given within three (3) business days. If Landlord reasonably disapproves of any portion of the Final Space Plan, the parties shall meet, within two three (23) business days thereafterafter Landlord’s disapproval, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, Plan to meet the reasonable satisfaction of the parties. The Architect shall then within ten (10) business days after such meeting, Tenant shall cause revise the Final Space Plan to be the form agreed upon in such meeting and Landlord shall then approve or reasonably disapprove the revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for no later than three (3) business days after Landlord's approval. This process shall continue until the ’s receipt of such revised Final Space Plan is approved by LandlordPlan. If Landlord and Tenant are, despite such meeting, unable to resolve shall again reasonably disapprove the items disapproved by Landlord in the revised Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ will revise and review the Final Space Plan again in accordance with the procedure set forth above until Landlord’s reasonable approval is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantobtained.

Final Space Plan. On or before the applicable date set forth in the Construction ScheduleSchedule 1, attached hereto, Tenant shall cause and the Architect to shall prepare the final space plan for Tenant Improvements in the Building Premises (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and anticipated equipment to be contained therein, along with other illustrations and renderings reasonably required by Landlord, and shall deliver the Final Space Plan four (4) hard copies signed by Tenant to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects approval (such approval not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld, conditioned or delayed) or disapproval and concurrently with Tenant's delivery of such hard copies, Tenant shall send to Landlord via electronic mail one (with reasons for disapproval specified1) .pdf electronic copy of such Final Space Plan. Within five (5) business days after Landlord's receipt of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Premises, Landlord shall provide written notice to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves either approving the Final Space PlanPlan or advising Tenant, Landlord and with reasonable specificity, if the same is unsatisfactory or incomplete in any respect. If Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall promptly cause the Final Space Plan to be revised in accordance with to correct any deficiencies or other matters Landlord may reasonably require and resubmit the parties' conceptual agreement and shall resubmit same to Landlord. In the event that Landlord fails to respond to Tenant regarding the Final Space Plan for within the applicable time period set forth in this Section 3.3 above, Tenant shall have the right to send a written "reminder notice" to Landlord, which conspicuously indicates that Landlord's approvalcontinued failure to respond may result in the deemed approval of the Final Space Plan. This process shall continue until If Landlord fails to respond to Tenant regarding the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement within three (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (103) business days after receipt of the meeting between Landlord and Tenantreminder notice identified in this Section 3.3, then the Final Space Plan shall be deemed to have been approved by Landlord.

Final Space Plan. On Tenant shall supply Landlord with four (4) hard copies signed by Tenant of its final space plan, along with other renderings or illustrations reasonably required by Landlord, to allow Landlord to understand Tenant's design intent, for the Phase I Premises and the Phase II Premises, respectively, before the applicable date set forth in the Construction Scheduleany architectural working drawings or engineering drawings have been commenced, and concurrently with Tenant's delivery of such hard copies, Tenant shall cause the Architect send to prepare the Landlord via electronic mail one (1) .pdf electronic copy of such final space plan. The final EXHIBIT B-10- space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver . Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build outPlan. Landlord shall notify advise Tenant of its approval within five (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (105) business days after receipt thereof; any failure by Tenant’s delivery of a Final Space Plan pursuant to the TCCs of Section 29.18 of the Lease if there is a Design Problem with respect to such Final Space Plan otherwise Landlord to notify Tenant of its approval or disapproval shall approve such Final Space Plan within such ten five (105) business day period shall be deemed to be Landlord's disapproval thereofperiod. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meetingis so advised, Tenant shall cause the Final Space Plan to be revised in accordance to correct any deficiencies or other matters Landlord may reasonably require. In addition, Tenant shall have the right to include with its delivery of any Final Space Plan a request to be notified whether the parties' conceptual agreement and Improvements set forth thereon (or any portion thereof) constitute Specialty Alterations pursuant to Section 3.7. In connection with Landlord’s review of any revision(s) to the proposed Final Space Plan, Landlord shall resubmit not raise objections to any portion of the Final Space Plan for that were not raised in Landlord's approval’s prior review(s) (unless such objections relate to a portion of revised Final Space Plan that were not shown on previously reviewed draft of the Final Space Plan). This process In addition, Landlord shall continue until not disapprove any portion of the Final Space Plan which is substantially similar to any Final Space Plan previously approved by Landlord for any other floors of the Premises unless there is a Design Problem with respect to such newly submitted Final Space Plan. If Landlord fails to respond to any initial request for consent to the Final Space Plan within five (5) business days, Tenant shall have the right to provide Landlord with a second request for consent, which second notice must state the following in bold and capped font: “THIS IS TENANT’S SECOND NOTICE TO LANDLORD. LANDLORD FAILED TO RESPOND TO TENANT’S FIRST NOTICE REQUESTING CONSENT TO THE FINAL SPACE PLAN IN ACCORDANCE WITH THE TERMS OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS FOLLOWING TENANT’S DELIVERY OF THIS NOTICE PURSUANT TO THE TCCs OF SECTION 29.18 OF THE LEASE, LANDLORD SHALL BE DEEMED TO HAVE CONSENTED TO THE PROPOSED FINAL SPACE PLAN.” If Tenant’s second notice complies with the terms of this Section and Landlord’s failure to respond continues for five (5) business days after Tenant’s delivery of the second request for consent pursuant to the TCCs of Section 29.18, the Final Space Plan delivered to Landlord shall be deemed to have been approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the shall approve any re-submittal of a Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement Plan within two (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (102) business days after Tenant’s delivery thereof pursuant to the meeting between Landlord TCCs of Section 29.18 of the Lease and TenantLandlord’s failure to respond within such two (2) business day period shall be deemed to be Landlord’s approval of such Final Space Plan.

Final Space Plan. On or before Within three (3) days of the applicable date set forth in full execution and delivery of the Construction ScheduleAmendment by Lessor and Lessee, Tenant Lessee shall cause meet with the Architect and provide the Architect with information regarding the preliminary layout and designation of all proposed offices, rooms and other partitioning, and their intended use and equipment to be contained therein (the "Information"). Architect shall, based on such Information (subject to changes reasonably required by Lessor), prepare the final space plan for Tenant Lessee Improvements in the Building Premises (collectively, the "FINAL SPACE PLANFinal Space Plan"), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord Lessee for LandlordLessee's approval. Subject Within seven (7) business days after Lessee's approval of the Final Space Plan, Lessor will provide a pricing plan (the "Pricing Plan") providing cost for certain elements identified by Lessee. Within three (3) business days of Lessee's receipt of the Pricing Plan Lessee shall either: (i) approve and direct Architect to the restrictions specified in Section 2.1 above, Tenant may exclude from complete the Final Space Plan a layout reflecting the confirmed elements priced out and submit it to Lessor for any space in the Building which Tenant elects Lessor's approval within three (3) business days, not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld; or (ii) direct Architect to make further changes to the Final Space Plan which final changes shall be subject to Lessor's reasonable approval within five (5) business days of Lessor's receipt of same. Lessee shall approve or disapproval reasonably disapprove the Final Space Plan or any revisions thereto within five (with reasons for disapproval specified5) business days after Lessor delivers the Final Space Plan or such revisions to Lessee. Lessee's failure to disapprove the Final Space Plan or any revisions thereto by written notice to Lessor within five (5) business days after Lessor delivers the Final Space Plan or such revisions to Lessee shall be deemed to constitute Lessee's approval of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenantrevisions.

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the supply Landlord with four (4) hard copies and one (1) electronic copy of its final space plan for Tenant Improvements in the Building Premises. The final space plan (collectively, the "FINAL SPACE PLAN"), which Final Space Plan Plan") shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and the equipment anticipated to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord's receipt of the Final Space Plan if the same is approved, or, if the Final Space Plan is not reasonably satisfactory or is incomplete in any respect, disapproved, in which event Landlord shall include in its notice of disapproval a reasonably detailed explanation as to which items are not satisfactory or complete and the reason(s) therefor. Landlord shall deliver not unreasonably withhold its consent to the Final Space Plan, provided that Tenant shall design such improvements so as to not (i) have a material adverse effect on the Building Structure or Building Systems, or (ii) fail to comply with Code. If Tenant is so advised that the Final Space Plan is not satisfactory or complete, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the reasonably require and deliver such revised Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Tenant may resubmit the proposed Final Space Plan to Landlord at any time, and Tenant shall, within two (2) business days thereafter, meet (Landlord shall approve or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to disapprove of the resubmitted Final Space Plan, then based upon the criteria set forth in this Section 3.2, within ten five (105) business days after Landlord receives such meeting, Tenant shall cause the resubmitted Final Space Plan to Plan. Such procedure shall be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue repeated until the Final Space Plan is approved; provided, however, that if Landlord fails to notify Tenant of Landlord's approval or disapproval of any iteration of the Final Space Plan within the five (5) business day review period for approval or disapproval thereof, Tenant shall deliver Landlord an additional notice requesting approval and if Landlord thereafter fails to respond within three (3) business days of receipt of such additional notice, Landlord will be deemed to have approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in iteration of the Final Space Plan, the parties shall mutually select an architect from Carrier . 738132.04/▇▇▇▇▇▇▇▇▇-00001/6-26-15/alf/alf EXHIBIT ▇-▇▇- ▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role[Dropbox, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.Inc.]

Final Space Plan. On or before the applicable date set forth in the Construction Schedule, Tenant shall cause the Architect to prepare the final space plan for Tenant Improvements in the Building (collectively, the "FINAL SPACE PLANPLAN "), which Final Space Plan shall include a layout and a designation of all offices, rooms and other partitioning, their intended use, and equipment to be contained therein, and shall deliver the Final Space Plan to Landlord for Landlord's approval. Subject to the restrictions specified in Section 2.1 above, Tenant may exclude from the Final Space Plan a layout for any space in the Building which Tenant elects not to initially build out. Landlord shall notify Tenant of its approval (which approval shall not be unreasonably withheld) or disapproval (with reasons for disapproval specified) of the Final Space Plan for the Premises each Floor Group within ten (10) business days after receipt thereof; any failure by Landlord to notify Tenant of its approval or disapproval within such ten (10) business day period shall be deemed to be Landlord's disapproval thereof. If Landlord disapproves the Final Space Plan, Landlord and Tenant shall, within two (2) business days thereafter, meet (or telephonically confer) in an attempt to resolve such disapproval as soon as reasonably possible. If, in connection with such meeting, Landlord and Tenant conceptually agree upon revisions to be made to the Final Space Plan, then within ten (10) business days after such meeting, Tenant shall cause the Final Space Plan to be revised in accordance with the parties' conceptual agreement and shall resubmit the Final Space Plan for Landlord's approval. This process shall continue until the Final Space Plan is approved by Landlord. If Landlord and Tenant are, despite such meeting, unable to resolve the items disapproved by Landlord in the Final Space Plan, the parties shall mutually select an architect from Carrier ▇▇▇▇▇▇▇ to resolve such disagreement (or if Carrier ▇▇▇▇▇▇▇ is unwilling to make a determination to resolve such dispute or either party objects to Carrier ▇▇▇▇▇▇▇ playing such role, then the parties shall mutually agree upon some other reasonably qualified architect to resolve such issues). Any such resolution by such architect (whether from Carrier ▇▇▇▇▇▇▇ or some other firm) shall be made within ten (10) business days after the meeting between Landlord and Tenant.