Common use of Initial Alterations Clause in Contracts

Initial Alterations. Tenant shall make alterations to prepare the Premises for Tenant's initial occupancy as more fully provided in the Work Letter attached to Exhibit C hereto. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications (the "Outline Specifications") describing the alterations Tenant proposes to make in the Premises, which alterations Landlord has approved. Insofar as information is specified in the Outline Specifications, Landlord agrees that it will approve plans and specifications which conform to the information so specified. Landlord also covenants and agrees not to unreasonably withhold or delay consent to plans and specifications which supplement the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to Tenant's plans and specifications will be based solely on Tenant's reasonable compliance with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work), the compatibility of Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems of the Building, and the limitation of Tenant's rights to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within ten (10) days of the initial submission to Landlord, as the case may be, such plans and specifications (or severable portion) shall be deemed approved. If Landlord shall disapprove any portion of such plans and specifications, it shall specify in writing its objections thereto together, to the extent practicable, with suggested alternatives acceptable to Landlord.

Initial Alterations. Tenant, following the Possession Date and payment to Landlord of all prepaid Rent amounts and the Security Deposits required under the Lease, shall have the right to perform alterations and improvements in the Premises (the "Initial Alterations") in accordance with plans to be prepared by Tenant and DOCPROPERTY "Document number" 4879-3072-0534. DOCPROPERTY "Document version" 3 DOCPROPERTY "Client" 391132. DOCPROPERTY "Matter" 00001/ SAVEDATE \@ M-d-yy U48er IniP/ DOCPROPERTY "User Init" jll/ DOCPROPERTY "Typist Init" jll -12- DOCPROPERTY "Footer Notes" THE BEACON[Palisade Bio, Inc.] approved in advance by Landlord (the "Approved Plans"). The Initial Alterations shall be treated as Alterations under this Article 8 and Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of this Article 8. Tenant shall make alterations be required to prepare obtain all permits and approvals, at Tenant's sole cost and expense, which are required to construct the Initial Alterations. Tenant shall be entitled to a one-time tenant improvement allowance (the "Allowance") in the amount of up to, but not exceeding, Four Dollars ($4.00) per rentable square foot of the Premises for the costs relating to the Initial Alterations. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Allowance which is not used to pay for the Initial Alterations. Provided that Tenant is not in default of any of its obligations under this Lease, then following Tenant's initial occupancy as more fully provided in substantial completion of the Work Letter attached to Exhibit C hereto. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications (the "Outline Specifications") describing the alterations Tenant proposes to make in Initial Alterations and Tenant's commencement of business operations from the Premises, which alterations Landlord has approved. Insofar as information is specified shall make a one-time disbursement from the Allowance in the Outline Specificationsform of a check made payable to Tenant for the costs incurred by Tenant for the Initial Alterations, which disbursement shall be made by Landlord agrees that it will approve plans within thirty (30) days following receipt of the following from Tenant: (A) a written request for payment from Tenant; (B) invoices from all subcontractors, laborers, materialmen and specifications which conform suppliers ("Tenant's Agents") used by Tenant in connection with the Initial Alterations for labor rendered and materials delivered to the information so specified. Landlord also covenants and agrees not to unreasonably withhold or delay consent to plans and specifications which supplement Premises for the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit FInitial Alterations; it being agreed that Landlord's consent to Tenant's plans and specifications will be based solely on Tenant's reasonable compliance with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work), the compatibility C) executed unconditional mechanics' lien releases from all of Tenant's proposed alteration Agents in such form and content as required by Landlord; (D) a certificate of occupancy for the Premises; and (E) all other information reasonably requested by Landlord. Notwithstanding anything in this Section 8.6 to the existing mechanicalcontrary, electrical, plumbing and HVAC systems of the Building, and the limitation of Tenant's rights in no event will Tenant be entitled to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within ten (10) days of the initial submission to Landlord, as the case may be, such plans and specifications (or severable portion) shall be deemed approved. If Landlord shall disapprove receive any portion of such plans and specifications, it shall specify in writing its objections thereto together, the Allowance with respect to any of the extent practicable, with suggested alternatives acceptable to LandlordInitial Alterations that have not been completed within nine (9) months after the Lease Commencement Date.

Initial Alterations. A. Subject to the provisions of Article III.C., Tenant, upon the full and final execution of this Lease and delivery of the Premises or applicable portions thereof, shall have the right to perform alterations and improvements in the Premises (the "Initial Alterations"). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Premises unless and until Tenant has complied with all of the terms and conditions of Article X.B. of this Lease, including, without limitation, approval by Landlord of the final plans for the Initial Alterations and the contractors to be retained by Tenant to perform such Initial Alterations. Landlord agrees that Landlord will not prevent Tenant from commencing demolition work within the Premises on the basis that final plans for the Initial Alterations have not been submitted to Landlord for approval or approved by Landlord. Landlord makes no representation or warranty as to governmental rules, regulations or procedures with regard thereto. Landlord agrees to respond promptly to any requests by Tenant for approval of its contractors, plans or any changes thereto in order to facilitate the performance of the Initial Alterations by Tenant. Landlord specifically agrees to respond within five (5) Business Days to a request by Tenant for review of the plans. Landlord's approval of the plans and any revisions thereto or Landlord's supervision or performance of any work on behalf of Tenant shall make alterations not be deemed to prepare be a representation by Landlord that such plans or any revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the Premises improvements constructed in accordance with plans and any revisions thereto will be adequate for Tenant's initial occupancy as more fully use. B. Landlord, provided that delivery of the applicable portion of the Premises has occurred, and provided further that Tenant is not in material or monetary default after the Work Letter attached expiration of applicable cure periods, agrees to Exhibit C hereto. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications contribute (the "Outline SpecificationsWork Allowance") describing an amount not to exceed Two Hundred Forty Two Thousand and Fifty and 00/100's Dollars ($242,050.00) as follows: (i) $120,120.00 (i.e. $15.00 per usable square foot) for Premises A; (ii) $78,975.00 (i.e. $15.00 per usable square foot) for Premises B; and (iii) $42,955.00 (i.e. $13.75 per usable square foot) for Premises C, toward the alterations Tenant proposes to make cost of performing Initial Alterations in the Premises, which alterations Landlord has approved. Insofar as information is specified in the Outline Specificationscost of preparing design and construction documents for the Initial Alterations, Landlord agrees that it will approve the cost of permits, installation of fire, life safety and garbage disposal equipment, signage, cabling, wiring, engineering, non-trade fixturation, and the cost of preparing mechanical and electrical plans and specifications which conform to for the information so specifiedInitial Alterations. Landlord also covenants shall be entitled to deduct from the Work Allowance an amount sufficient to reimburse Landlord for its actual out-of-pocket costs in connection with additional security after-hours HVAC, and agrees not to unreasonably withhold or delay consent to plans and specifications which supplement the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to additional cleaning costs during Tenant's plans construction of the Initial Alterations and specifications will move-in. Landlord shall not be based solely on Tenant's reasonable compliance entitled to receive a supervision fee in connection with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items the Initial Alterations. C. The Work Allowance, shall be paid to Tenant in accordance with the following procedures: 1. The cost of work)performing the Initial Alterations to the Premises or applicable portion thereof, less a ten percent (10%) retainage (which retainage shall be payable as part of the compatibility of final draw) shall be paid to Tenant fifty percent (50%) within thirty (30) days after Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems commencement of construction of the BuildingInitial Alterations, and the limitation of Tenant's rights to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications forty percent (40%) within ten (10) days after substantial completion of the initial submission Initial Alterations, and the retainage within ten (10) Business Days after receipt of the following documentation: (i) an application for payment and sworn 44 statement of contractor covering all work for which disbursement is to be made to a date specified therein; (ii) a completion affidavit from Tenant's architect (iii) Contractor's and subcontractor's waivers of liens which shall cover all Initial Alterations and all other statements and forms required for compliance with the mechanic's lien laws of the State of California, together with all such invoices or other supporting data as Landlord or Landlord's Mortgagee may reasonably require; (iv) plans and specifications for the Initial Alterations, as together with a certificate from the case may be, architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Premises; and (or severable portionv) a request to disburse from Tenant containing an approval by Tenant of the work done. In no event shall Landlord be required to disburse the Work Allowance more than one time per month. If the cost of the Initial Alterations (inclusive of planning costs) is less than the Work Allowance, the amount by which the Work Allowance exceeds the cost of the Initial Alterations (inclusive of planning costs) is referred to as the "Excess Allowance". Tenant shall be deemed approved. If Landlord shall disapprove entitled to apply the Excess Allowance for any portion of such plans and specificationsthe Premises, it shall specify in writing its objections thereto togetherif any, to the extent practicableWork Allowance for any other portion of the Premises. In the event Tenant does not use the entire Work Allowance for the performance of Initial Improvements, with suggested alternatives acceptable an amount not to exceed a total of Thirty Seven Thousand Eight Hundred Seventy Four and 00/100's Dollars ($37,874.00) may be applied toward the cost of packing, cartage and unpacking, moving, assembly and disassembly, reinstallation of Tenant's furniture, equipment and other personal property into the Premises or portion thereof (the "Moving Expenses"), as follows: (i) $18,492.00 (i.e. $2.00 per rentable square foot) for Premises A; (ii) $12,276.00 (i.e. $2.00 per rentable square foot) for Premises B; and (iii) $7,106.00 (i.e. $2.00 per rentable square foot) for Premises C. Any unused portion of the Work Allowance following substantial completion of the Initial Alterations to the Premises (excluding any amount up to $37,874.00 which Tenant may use for Moving Expenses) shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith.

Initial Alterations. Tenant shall make alterations Subtenant may install improvements to prepare the Sublease Premises it deems necessary to ready the Sublease Premises for Tenant's initial occupancy as more fully provided Subtenant’s use at its own cost and expense (“Initial Alterations”), subject to the Allowance (defined below), and in accordance with the terms and limitations and the requirements relating to Alterations set forth in the Work Letter attached to Exhibit C heretoMaster Lease including all definitions and categories described in Article 8 and all Laws. Attached as Exhibit C-2 Prior to the Workinstallation of the Initial Alterations, Letter are certain Outline Specifications (the "Outline Specifications") describing the alterations Tenant proposes to make in the Premises, which alterations Landlord has approved. Insofar as information is specified in the Outline Specifications, Landlord agrees that it will approve Subtenant shall submit all Plans and plans and specifications which conform required under the Master Lease to Sublandlord for Sublandlord’s and Master Landlord’s review and approval. Sublandlord’s consent shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if (i) consent is granted by Master Landlord, (ii) Master Landlord has agreed in writing that neither Subtenant nor Sublandlord would be required to remove any of the improvements installed by Subtenant upon expiration of the Master Lease or the Sublease Term and (iii) such improvements do not impose additional obligations upon Sublandlord with respect to surrender of the Premises upon expiration of the Master Lease. Sublandlord will reimburse Subtenant in an amount up to forty dollars ($40.00) per rentable square foot of the Sublease Premises (the “Allowance”) for Initial Alterations approved by Master Landlord and Sublandlord. Sublandlord shall pay the Allowance to Subtenant during the course of installation of the Initial Alterations in periodic payments (but no more frequently than once every thirty (30) days) after all of the following conditions have been satisfied: (i) Sublandlord’s receipt of a certification from Subtenant and its architect that the work covered in the request has been satisfactorily completed in accordance with the approved plans; (ii) Sublandlord’s receipt of invoices for all costs and expenses related to the information so specifiedInitial Alterations, including such appropriate back-up documentation as Sublandlord may reasonably request; (iii) Sublandlord’s receipt of conditional lien releases from all parties performing work or providing materials to be paid for from such draw; (iv) with respect to the final disbursement only, Sublandlord’s receipt of full and final lien releases from all contractors, subcontractors and suppliers; and (v) with respect to the final disbursement only, Sublandlord’s receipt of a copy of the certificate of occupancy for the Sublease Premises or other evidence that all applicable governmental agencies have fully and finally approved such work. Landlord also covenants and agrees not For each disbursement request submitted by Subtenant, Sublandlord shall disburse to unreasonably withhold or delay consent Subtenant the portion of the Allowance attributable to plans and specifications which supplement the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to Tenant's plans and specifications work. Disbursements will be based solely on Tenant's reasonable compliance with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F made within thirty (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work), the compatibility of Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems of the Building, and the limitation of Tenant's rights to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within ten (1030) days of submission by Subtenant of all documents required under the initial submission terms of this Section 9(a). Notwithstanding anything to Landlordthe contrary, as the case may be, such plans and specifications (or severable portion) Sublandlord shall not be deemed approved. If Landlord shall disapprove obligated to disburse any portion of the Allowance during the continuance of an uncured default, and Sublandlord’s obligation to disburse shall only resume when and if such plans and specifications, it shall specify in writing its objections thereto together, to the extent practicable, with suggested alternatives acceptable to Landlorddefault is cured.

Initial Alterations. Following the mutual execution of this Lease and Tenant's payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall make have the right to perform certain alterations to prepare and improvements in the Premises for Tenant's initial occupancy as more fully provided in the Work Letter attached to Exhibit C hereto. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications (the "Outline SpecificationsInitial Alterations") describing ). Notwithstanding the alterations foregoing, Tenant proposes and its contractors shall not have the right to make perform Initial Alterations in the PremisesPremises unless and until Tenant has complied with all of the terms and conditions of the Lease with respect to Alterations, which alterations including, without limitation, approval by Landlord has approved. Insofar as information is specified of (a) the final plans for the Initial Alterations, (b) the contractors to be retained by Tenant to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Outline Specifications, Landlord agrees that it will approve plans and specifications which conform to the information so specifiedInitial Alterations. Landlord also covenants shall reimburse Tenant for up to $5,000.00 for the initial space plan and agrees not to unreasonably withhold or delay consent to plans and specifications which supplement one revision (the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to Tenant's plans and specifications will be based solely on Tenant's reasonable compliance with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work“Space Plan Allowance”), the compatibility of Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems . Upon completion of the Buildingspace plan, and Tenant shall provide Landlord the limitation of Tenant's rights to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards invoice for such. Landlord shall reimburse Tenant for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications Space Plan Allowance within ten (10) days following receipt of the initial submission invoice. Tenant shall be responsible for all elements of the plans for the Initial Alterations (including, without limitation, compliance with law, the structural integrity of the design, the configuration of the Premises and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of such plans shall in no event relieve Tenant of the responsibility therefor. Landlord's approval of the contractors to perform the Initial Alterations shall not be unreasonably withheld. Landlord's approval of the general contractor to perform the Initial Alterations shall not be considered to be unreasonably withheld if any such general contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required by Landlord, (iii) does not have the case may beability to be bonded for the work in an amount satisfactory to Landlord, such plans and specifications (or severable portioniv) shall be deemed approved. If Landlord shall disapprove any portion of such plans and specifications, it shall specify in writing its objections thereto together, to the extent practicable, with suggested alternatives does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as a contractor in the state and municipality in which the Premises is located. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a general contractor.

Initial Alterations. The parties acknowledge that Tenant intends to make certain alterations, additions and improvements (the “Initial Alterations”) to the Premises to make the same more suitable for Tenant’s occupancy during the Extension Term. The construction of the Initial Alterations shall be subject to Landlord’s approval in accordance with Paragraph 9 of the Lease and otherwise governed by Paragraph 9 of the Lease, except as expressly set forth in this Amendment, and except further that the Alteration Operations Fee set forth in Paragraph 9 of the Lease for the Initial Alterations shall be an amount equal to the sum of (i) three percent (3%) of the first $500,000.00 of Landlord’s Allowance disbursed hereunder, (ii) two percent (2%) of the next Five Hundred Thousand Dollars ($500,000.00) of Landlord’s Allowance disbursed hereunder, and (iii) one percent (1%) of the balance of Landlord’s Allowance disbursed hereunder. The general contractor, subcontractors and architect selected by Tenant for the Initial Alterations shall be subject to Landlord’s reasonable approval in accordance with Paragraph 9 of the Lease. Such approved general contractor is referred to hereinafter as “Contractor”. Notwithstanding the foregoing, Tenant acknowledges that it shall be required to use the Building’s approved MEP contractors for any MEP work that is included in the Initial Alterations. Landlord hereby approves Associated Space Designs, Inc. as Tenant’s architect for the Initial Alterations. Notwithstanding anything to the contrary in Paragraph 9.b. or 20 of the Lease, Tenant shall make alterations not be required to prepare remove any of the Initial Alterations from the Premises upon the expiration or earlier termination of the Lease except those Initial Alterations which are Specialty Improvements (as defined below). If so requested by Tenant in writing at the time Tenant requests Landlord’s approval of the Initial Alterations, and provided that Tenant shall expressly reference this Paragraph 5 of this Amendment, Landlord shall advise Tenant in writing at the time of Landlord’s approval of the Initial Alterations as to whether any of the Initial Alterations are Specialty Improvements, and, if so, whether Landlord will waive its right to require that such Specialty Improvements be removed by Tenant from the Premises and the Premises be restored to their prior condition, ordinary wear and tear excepted. Landlord’s failure to expressly waive such requirement in writing shall preserve Landlord’s right to exercise the foregoing election as respects such Specialty Improvements. As used herein, “Specialty Improvements” mean any Alterations that are not normal and customary general office improvements in a first class high-rise office building in the San Francisco financial district. Landlord and Tenant agree that, without limitation, the following constitute Specialty Improvements: internal stairwells; raised floors; voice, data and other cabling; library or computer rooms; file or meeting rooms (other than file or meeting rooms similar in size and number as those existing in the Premises as of the date of this Amendment); classroom facilities; any areas requiring floor reinforcement or enhanced systems requirements; any supplemental HVAC or other special or supplemental systems and equipment used in connection therewith; non-Building standard lighting and electrical wiring installed specifically for Tenant; and any Alterations made to configure the Premises for Tenant's initial an occupancy as more fully provided density greater than the density set forth in the Work Letter attached to Exhibit C heretoclause (ii) of Paragraph 17.d. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications (the "Outline Specifications") describing the alterations Tenant proposes to make in the Premises, which alterations Landlord has approved. Insofar as information is specified in the Outline Specifications, Landlord agrees that it will approve plans and specifications which conform to the information so specified. Landlord also covenants and agrees not to unreasonably withhold or delay consent to plans and specifications which supplement the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to Tenant's plans and specifications will be based solely on Tenant's reasonable compliance with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work), the compatibility of Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems of the Building, and the limitation of Tenant's rights to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within ten (10) days of the initial submission to Landlord, as the case may be, such plans and specifications (or severable portion) shall be deemed approved. If Landlord shall disapprove any portion of such plans and specifications, it shall specify in writing its objections thereto together, to the extent practicable, with suggested alternatives acceptable to LandlordLease.

Initial Alterations. Landlord acknowledges that Tenant shall make alterations may desire to prepare perform certain initial Alterations to the Premises for Tenant's ’s occupancy pursuant to the Lease. Such initial occupancy Alterations are referred to herein as more fully provided the “Initial Alterations”. The Initial Alterations shall be deemed an “Alteration” for all purposes of this Lease, and shall be subject to all provisions of this Lease relating to Alterations (including Article 5 of this Lease), except as expressly set forth in the this Work Letter attached to Exhibit C hereto. Attached as Exhibit C-2 to the Workcontrary. Tenant shall complete the Initial Alterations in good and workmanlike manner, Letter are certain Outline Specifications by a general contactor (the "Outline Specifications"“Contractor”) describing the alterations Tenant proposes to make in the Premisesand subcontractors approved by Landlord, which alterations Landlord has approved. Insofar as information is specified in the Outline Specifications, Landlord agrees that it will approve plans and specifications which conform to the information so specified. Landlord also covenants and agrees such approval not to be unreasonably withhold withheld or delay consent to plans delayed, fully paid for and specifications which supplement free from liens, in accordance with the Outline Specifications and/or to inconsistencies which may exist between such plans Plans reasonably approved by Landlord and specifications Tenant, and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to Tenant's plans and specifications will be based solely on Tenant's reasonable in compliance with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work), the compatibility of Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems all of the Buildingprovisions of Article 5 of this Lease, including the Rules and the limitation of Tenant's rights to only its PRO RATA share of the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general Regulations and Landlord’s construction standards and procedures for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within Within ten (10) days Business Days after Landlord’s receipt of the initial submission Plans for the Initial Alterations from Tenant, Landlord shall respond to Tenant with Landlord’s approval or disapproval of the Plans, or Landlord’s request for additional detail or information with respect thereto or with respect to the Initial Alterations. If Landlord’s disapproves the Plans, Landlord shall state the reasons for such disapproval and the revisions required in order for Landlord to approve the Plans. Within ten (10) Business Days after Tenant’s receipt of Landlord’s notice, Tenant shall submit to Landlord for Landlord’s review Plans incorporating the required revisions, and Landlord shall respond thereto as set forth above within five (5) Business Days after Landlord’s receipt of the case may be, such plans and specifications (or severable portion) revised Plans. The foregoing procedure shall be deemed approvedfollowed until Tenant has prepared Plans that Landlord approves in writing as set forth above. If Notwithstanding anything to the contrary in Article 5 of this Lease, at the time Landlord approves the Plans for the Initial Alterations, Landlord shall disapprove advise Tenant if any portion of such plans the Initial Alterations constitute Specialty Alterations that are subject to Tenant’s removal and specificationsrestoration obligations under the Lease, it and Landlord’s failure to so designate any Initial Alterations as Specialty Alterations shall specify in writing its objections thereto together, waive Landlord’s right to require Tenant to remove the extent practicable, with suggested alternatives acceptable to Landlordsame from the Premises upon expiration or earlier termination of this Lease.

Initial Alterations. Landlord, provided Tenant shall make alterations is not in default after the expiration of applicable cure periods, agrees to prepare the Premises for Tenant's initial occupancy as more fully provided in the Work Letter attached to Exhibit C hereto. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications contribute (the "Outline SpecificationsWork Allowance") describing an amount not to exceed eighty-one thousand three hundred ten and 50/100 dollars ($81,310.50) toward the alterations cost of performing improvements to the Premises in preparation of Tenant's occupancy thereof (the "Initial Alterations"), the cost of preparing design and construction documents for the Initial Alterations, and the cost of preparing mechanical and electrical plans for the Initial Alterations. The Work Allowance, less a 10% retainage (which retainage shall be payable as part of the final draw) shall be paid to Tenant proposes to make within thirty (30) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the Premisesform of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect's Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor's, subcontractor's and material supplier's waivers of liens which shall cover all Initial Alterations for which disbursement is being requested, which alterations waivers of lien shall be on the form specified by the mechanics' lien laws of the State of Michigan, together with all such invoices, contracts, or other supporting data as Landlord has approved. Insofar as information is specified in or Landlord's Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the Outline Specifications, Landlord agrees that it will approve Initial Alterations; (v) plans and specifications which conform to for the information so specified. Landlord also covenants and agrees not to unreasonably withhold or delay consent to plans and specifications which supplement the Outline Specifications and/or to inconsistencies which may exist between Initial Alterations, together with a certificate from an AIA architect that such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent to Tenant's plans and specifications will be based solely on Tenant's reasonable compliance comply in all material respects with applicable portions of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of any items of work), the compatibility of Tenant's proposed alteration to the existing mechanical, electrical, plumbing and HVAC systems of all laws affecting the Building, Property and Premises; (vi) copies of all construction contracts for the limitation Initial Improvements, together with copies of Tenant's rights all change orders, if any, and (vii) a request to only its PRO RATA share disburse from Tenant containing an approval by Tenant of the capacity work done and a good faith estimate of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for cost to complete the BuildingInitial Alterations. In no event shall Landlord be required to disburse the Work Allowance more than one time per month. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within ten (10) days the cost of the initial submission to LandlordInitial Alterations exceeds the Work Allowance, as the case may be, such plans and specifications (or severable portion) Work Allowance shall be deemed approveddisbursed in the proportion that the Work Allowance bears to the total cost of the Initial Alterations. If Landlord the cost of the Initial Alterations is less than the Work Allowance, any such unused Work Allowance shall disapprove any portion of such plans and specifications, it shall specify in writing its objections thereto together, accrue to the extent practicable, with suggested alternatives acceptable to sole benefit of Landlord.

Initial Alterations. Following the delivery of possession of the Premises to Tenant and Tenant’s payment of all Rent and security deposits required to be paid upon the execution of the Lease, Tenant shall make have the right to perform certain alterations to prepare and improvements in the Premises for Tenant's initial occupancy as more fully provided (the “Initial Alterations”). Notwithstanding the foregoing, Tenant and its contractors shall not have the right to perform Initial Alterations in the Work Letter attached Premises unless and until Tenant has complied with all of the terms and conditions of Section 9B of the Lease, including, without limitation, approval by Landlord of (a) the final plans for the Initial Alterations, (b) the contractors to Exhibit C heretobe retained by Tenant to perform such Initial Alterations, and (c) the insurance coverage obtained by Tenant and its contractors in connection with the Initial Alterations. Attached as Exhibit C-2 to the Work, Letter are certain Outline Specifications (the "Outline Specifications") describing the alterations Tenant proposes to make in the Premises, which alterations Landlord has approved. Insofar as information is specified in the Outline Specifications, Landlord agrees that it will approve The final plans and specifications which conform for the Initial Alterations presented to Landlord for approval shall be accompanied by a certificate from an AIA architect or licensed engineer that such plans and specifications comply in all material respects with all applicable laws, codes and regulations affecting the information so specifiedBuilding, Property and Premises. Landlord’s approval of Tenant’s plans shall not be unreasonably withheld, conditioned, or delayed as to nonstructural Alterations (nonstructural Alterations being those that do not affect the Building’s structure, roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use of the Building, Project or Premises). Within fourteen (14) days after receipt of the plans (unless the response reasonably requires a longer time), Landlord shall return one set of prints thereof with Landlord’s approval and/or required modifications noted thereon. If Landlord has approved such plans subject to modifications, such modifications shall be deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised plans for further consideration by Landlord within fourteen (14) days. If Landlord has required modifications without approving the applicable plans, Tenant shall prepare and resubmit revised plans within fourteen (14) days for consideration by Landlord. All revised plans shall be submitted, with changes highlighted, and Landlord shall approve or disapprove such revised drawings within fourteen (14) days following receipt of the same. The foregoing submission process shall continue until Landlord has approved the plans. The final, approved plans shall constitute the “Final Plans.” Tenant shall be responsible for all elements of the Final Plans for the Initial Alterations (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of such plans shall in no event relieve Tenant of the responsibility therefor. Upon Landlord’s approval of the Final Plans, Tenant shall not materially modify, amend or alter the Final Plans (or any Initial Alterations shown thereon) without Landlord’s prior written approval. Landlord also covenants and agrees will not to unreasonably withhold or delay consent its approval of any requested modifications, amendments or alterations to plans Final Plans (or any Initial Alterations shown thereon) requested by Tenant, and specifications which supplement (unless the Outline Specifications and/or to inconsistencies which may exist between such plans and specifications and the Technical Specifications for Tenant Area Building Standards which forms Part 2 of Exhibit F; it being agreed that Landlord's consent response reasonably requires a longer time) Landlord shall respond within fourteen (14) days to Tenant's plans and specifications will ’s request. Any material changes in the Initial Improvements from Final Plans as approved by Landlord shall be based solely on Tenant's reasonable compliance with applicable portions subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed as to nonstructural Alterations. Any deviation (other than immaterial changes that do not affect the quality or nature of Landlord's Guidelines for Tenant Construction and Alteration which forms Part 3 of Exhibit F (with the exclusion of references to separate and distinct BOTA, BOSE, BOCR and/or BOE review and approval prior to the performance of improvements or require an alteration in any items of work), the compatibility of Tenant's proposed alteration to the existing Building mechanical, electrical, plumbing plumbing, fire or life-safety systems or Landlord’s permits and HVAC systems approvals) in construction from the Final Plans as approved by Landlord shall, at Landlord’s election, constitute a default for which Landlord may, after applicable notice and cure periods, elect to exercise the remedies available in the event of default under the Buildingprovisions of this Lease, unless such default is cured in accordance with and in the limitation of Tenant's rights to only its PRO RATA share of time periods set forth in the capacity of the electrical, water or other Building systems as specified in Exhibit L, but not aesthetics or other normative general standards for the Building. If Landlord shall fail to approve or disapprove Tenant's plans and specifications or any severable portion of such plans and specifications within ten (10) days of the initial submission to Landlord, as the case may be, such plans and specifications (or severable portion) shall be deemed approved. If Landlord shall disapprove any portion of such plans and specifications, it shall specify in writing its objections thereto together, to the extent practicable, with suggested alternatives acceptable to LandlordLease.