Common use of Plans and Specifications Clause in Contracts

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work.

Plans and Specifications. In Within ten (10) days after the case date of Subsequent Alterations execution of this Lease by Landlord and Improvements Tenant, Landlord shall prepare and submit to Tenant a set of plans and specifications and/or construction drawings (the “Plans and Specifications”) covering all work to be performed by Landlord in constructing the leasehold improvements to the Leased Premises, which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect shall be based on the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Scope of Work attached as Exhibit B hereto. Tenant shall have prepared three (3) business days after receipt of the Plans and deliver Specifications in which to review the Plans and Specifications and to give Landlord reasonably detailed plans written notice of Tenant’s approval of the Plans and specifications for such alterations Specifications or its requested changes to the Plans and Specifications. Tenant shall have no right to request any leasehold improvements prepared by registered professional architects or any changes to the Plans and engineersSpecifications which would materially alter the Leased Premises, and obtain Landlord's written approval thereofthe exterior appearance or basic nature of the Building, or the Building systems. Landlord shall If Tenant fails to approve or disapprove such plans request changes to the Plans and specifications by written notice back to Tenant Specifications within 20 three (3) business days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage receipt of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable Plans and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Specifications, then Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans the Plans and specificationsSpecifications and the same shall thereupon be final. If Landlord disapproves of such plans Tenant requests any changes to the Plans and specificationsSpecifications, Landlord shall in make those changes which are reasonably requested by Tenant and shall within three (3) business days of its disapproval notice specify in receipt of such request submit the revised portion of the Plans and Specifications to Tenant. Tenant may not thereafter disapprove the revised portions of the Plans and Specifications unless Landlord has unreasonably failed to incorporate reasonable detail comments of Tenant and, subject to the respects in which such plans foregoing, the Plans and specifications are not satisfactorySpecifications, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall then revise such plans at all times in its review of the Plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory itemsSpecifications, and resubmit of any revisions thereto, act reasonably and in good faith. Without limiting the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaidforegoing, Tenant shall not be required agrees to obtain confirm Tenant’s consent to the Plans and Specifications in writing within three (3) business days following Landlord's prior ’s written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workrequest therefor.

Plans and Specifications. In the case of Subsequent Alterations Landlord and Improvements which will either (a) cost more than $100,000 Tenant agree with respect to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofas follows: 1. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such The plans and specifications. Such approval , including shop drawings, to be used for Landlord's Work relating to the Premises and Common Areas shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for Tenant. 2. Promptly following Tenant's delivery of the proposed work"Commencement Notice" defined in Paragraph N of this Exhibit C below, but Landlord shall provide Landlord with a reasonable description or plans submit to Tenant three (3) sets of complete working drawings for Landlord's information Work (the "Preliminary Plans and Specifications") based on the Guideline Plans. Within twenty (20) days after receipt of the Preliminary Plans and Specifications, Tenant shall notify Landlord in writing of its approval or disapproval thereof (such approval not to be unreasonably withheld), in the latter event specifying the reasons therefor. Within fifteen (15) days after receipt of Tenant's notice, Landlord shall resubmit the Preliminary Plans and Specifications for Tenant's approval appropriately modified to accommodate the objections, if any, contained in Tenant's notice. The Preliminary Plans and Specifications, as modified to accommodate Tenant's objections, shall be referred to as the "Final Plans and Specifications". Except at least two weeks before commencing workits own risk, Landlord shall not commence any portion of Landlord's Work relating to the Premises until the Final Plans and Specifications have been approved by Tenant. 3. Landlord and Tenant agree that any changes to the Final Plans and Specifications shall require the prior written approval of Tenant. Such written approval shall be in the form of a change order (a "Change Order") executed by Landlord and Tenant, and which must be executed on behalf of Tenant by either ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Authorized Representatives"). The Authorized Representatives may be changed only by written notice given by Tenant pursuant to Section 31 of this Lease. Any Change Order must describe the change in Landlord's Work, the amount of any net increase or decrease in the cost of performance of Landlord's Work and the agreed upon length of any "Tenant Delays" (as defined below) attributable to such change in Landlord's Work. If Tenant desires to make a change to the Final Plans and Specifications, Tenant shall so notify Landlord, and Landlord, as promptly as feasible, shall provide Tenant with the proposed net increase or decrease in the cost of Landlord's Work (as determined pursuant to the Landlord's contract with the general contractor) and the proposed length of any Tenant Delays attributable to such change. If Landlord and Tenant mutually agree upon the net cost adjustment and length of Tenant Delays, such agreement shall be set forth in a written Change Order, and Landlord shall proceed with the change in Landlord's Work. Landlord shall not proceed with such change in the absence of a mutual agreement evidenced by a written Change Order. Upon occurrence of "Substantial Completion" (as defined below), Landlord and Tenant will total up the net increases and/or decreases in the costs of Landlord's Work reflected in all Change Orders. If all Change Orders result in a net increase in the cost of Landlord's Work, Tenant shall pay Landlord the amount of such net increase within thirty (30) days after the date of Substantial Completion. If all Change Orders result in a net decrease in the cost of Landlord's Work, Tenant shall be entitled to a credit against the Base Rent initially payable under this Lease equal to the amount of such net decrease.

Plans and Specifications. In the case of Subsequent Alterations 1. Attached as Schedule 1 to this Exhibit G are Subtenant's preliminary plans and Improvements specifications ("Preliminary Plans") which will either (a) cost more than $100,000 describe that certain work to construct or (b) connect be performed by Subtenant to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofand the Demised Premises ("Subtenant's Work"). 2. Within forty-five (45) days after the Execution Date, Tenant Subtenant, at its sole cost and expense, shall have prepared cause its architect and civil engineer to prepare and deliver to Landlord reasonably detailed Sublandlord for its approval working plans and specifications for such alterations the construction of Subtenant's Work (the "Working Plans") in as much detail as is reasonably required for Sublandlord to determine the scope and improvements prepared by registered professional architects and engineers, and obtain Landlordquality of Subtenant's written approval thereofWork. Landlord The Working Plans shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 be consistent with the Preliminary Plans. Within ten (10) business days after Tenantreceipt of the Working Plans, Sublandlord shall either approve the Subtenant's submittal Working Plans or deliver to Subtenant its specific objections to the Working Plans together with its proposed solution to each objection. Sublandlord's approval of such plans and specifications. Such approval the Working Plans shall not be unreasonably withheld. Such approval shall, howeverconditioned or delayed, and shall be subject approved to the corresponding extent that such Working Plans are consistent with the Preliminary Plans and provide for improvements of substantially the same quality and type as those constructed in Subtenant's prototypical locations. 3. If Subtenant and Sublandlord are unable to resolve Sublandlord's and Prime Landlord's objections to the Working Plans or the Final Plans (including, but not limited to, Subtenant's requirements for (i) its HVAC systems and equipment and (ii) its generator for its electrical systems, as reasonably required for Subtenant to conduct its business in the Demised Premises) within thirty (30) days after Subtenant has received notice of the objections (with both parties agreeing to attempt to resolve such differences in good faith), Sublandlord or Subtenant shall have the right, within thirty (30) days thereafter, to terminate this Sublease immediately by giving notice of such termination to the other. 4. As soon as practicable after Sublandlord's approval of any Mortgagee if required under the Working Plans, Subtenant, at its Mortgage of the Premises (which Mortgagee's approval or denial sole cost and expense, shall be determinative). Landlord shall make reasonable prepare and diligent efforts deliver to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such Sublandlord final plans and specifications, Landlord based on the approved Preliminary Plans and Working Plans ("Final Plans") covering the items of construction and improvements that were included in the approved Preliminary Plans and the approved Working Plans ("Subtenant's Work"). 5. Subtenant shall in its disapproval notice specify in reasonable detail as soon as reasonably practicable (i) submit the respects in which Final Plans to the appropriate governmental agencies; (ii) seek all necessary approvals and permits; (iii) pay all necessary fees incidental to Subtenant's Work; and (iv) furnish Sublandlord such plans evidence thereof as is satisfactory to Sublandlord. 6. Subtenant agrees to process any and specifications are not satisfactory. Tenant shall then revise such plans all applications required from the city, county and specifications any other governmental authority necessary to eliminate, upgrade or correct, as appropriate, obtain the unsatisfactory items, and resubmit the revised plans and specifications permits required to Landlord commence Subtenant's Work in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workFinal Plans.

Plans and Specifications. 2.1 Tenant shall employ such consultants designated by Tenant from time to time, with the approval of Landlord, which shall not be unreasonably withheld or delayed ("Consultants") for preparation of the necessary architectural, mechanical and electrical plans, drawings and specifications pertaining to the construction work which Tenant intends to perform in each Phase of the Premises in connection with Tenant's initial occupancy thereof (the "Work"). Tenant, at its expense, shall furnish Landlord with architectural and design plans and specifications (the "Tenant's Plans") prepared first in preliminary form ("Preliminary Plans"), and thereafter in working form ("Working Drawings"), and covering the Work. Tenant shall pay all costs and expenses relating to Tenant's Plans. 2.2 Upon submittal of any portion of Tenant's Plans, Landlord shall review Tenant's Plans and shall either approve Tenant's Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant's Plans within fifteen (15) business days after Landlord's receipt of the Tenant's Plans. In the case event that Landlord shall disapprove of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofportion of Tenant's Plans, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain fifteen (15) business days after Landlord's written approval thereofnotification of its disapproval to revise Tenant's Plans and resubmit them to Landlord. In the event Landlord shall fails to approve or disapprove Tenant's Plans or any changes thereto within the time period set forth above, and if such plans and specifications by written notice back to Tenant within 20 failure continues thereafter for five (5) business days after Landlord's receipt of notice from Tenant requesting action on Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shallPlans, however, be subject to Tenant's Plans or the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord changes shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workapproved.

Plans and Specifications. In Annexed hereto as Exhibit C-1 is a matrix showing the case elements of Subsequent Alterations Landlord's Work and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have Tenant's Work. Landlord has prepared and delivered to Tenant Landlord's plans and specifications ("Landlord's Plans and Specifications") for Landlord's Work. The same have been approved by Tenant. All of Landlord's Work shall be performed in accordance with Landlord's Plans and Specifications. Tenant agrees to deliver to Landlord reasonably detailed by April 1, 2002 schematic and design plans (herein called "Schematic Tenant Plans") for the work to be undertaken to prepare the Premises for Tenant's use and specifications occupancy by Tenant (the "Tenant Work") for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written review and approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such which approval shall not be unreasonably withheld, conditioned or delayed. Such Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the Schematic Tenant Plans, including, without limitation, providing copies of the Landlord's Plans and Specifications and any other information relating to the Building and the Landlord's Work as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and to perform inspections. Any submittal to Landlord which is not responded to by Landlord in writing within fifteen (15) business days of receipt of the same (and with respect to any revised submittal, within five (5) business days of receipt of the same) shall be deemed approved provided that the submittal contains a statement at a prominent location and in bold type to the following effect: "If you do not respond to this submittal in writing within fifteen (15) business days [or five (5) business days, as applicable], this submittal shall be deemed approved." Tenant shall deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety (90) days after Landlord has approved Tenant's approved Schematic Tenant Plans, construction drawings (herein called "Initial Tenant Plans") for the Tenant Work for Landlord's review and approval, which approval shallshall not be unreasonably withheld, conditioned or delayed; provided, however, be subject to the corresponding approval of Landlord may not disapprove any Mortgagee if required under its Mortgage of the Premises (which Mortgageematter that is consistent with Tenant's approval or denial shall be determinative)approved Schematic Tenant Plans. Landlord shall make reasonable cooperate reasonably with Tenant and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall its architect in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance connection with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements preparation of the Initial Tenant Plans, including, without limitation, providing such information as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building as aforesaid, Tenant shall not be required and the Lot to obtain Landlord's prior written approval of plans take measurements and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workperform inspections.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or A. Before undertaking any structural elements thereofalterations, Tenant shall have prepared and deliver submit to Landlord reasonably detailed for approval, plans and specifications for such alterations and improvements (“Tenant’s Plans”) prepared by registered professional architects a licensed architect whom ▇▇▇▇▇▇ shall retain, at its sole cost and engineersexpense, for the preparation of its plans showing all of ▇▇▇▇▇▇’s Work. Within ten (10) days following receipt of Tenant’s Plans and obtain Landlord's written approval thereof. five (5) days for resubmissions, Landlord shall approve or disapprove such notify Tenant of any changes reasonably required by Landlord. Promptly following receipt of Landlord’s notice, Tenant shall revise Tenant’s Plans to incorporate Landlord’s required changes and shall deliver the revised plans to Landlord within seven (7) days following receipt of Landlord’s notice. If Landlord requires further changes to Tenant’s Plans, Tenant shall similarly revise and specifications by written notice back resubmit them to Landlord within an additional period of five (5) business days. Tenant within 20 days after may not begin any work in the Premises until ▇▇▇▇▇▇ receives Landlord’s approval (which may be given via e-mail) of Tenant's submittal of such plans and specifications. Such ’s Plans, which approval shall not be unreasonably withheld. Such Tenant shall pay Landlord for all actual and out-of-pocket costs associated with ▇▇▇▇▇▇▇▇’s third party consultant’s review of Tenant’s Plans (“Plan Review Fee”). B. Any approval shallby Landlord or ▇▇▇▇▇▇▇▇’s architects and/or engineers of any of Tenant’s drawings, howeverplans and specifications which are prepared in connection with any construction of improvements in the Premises, including Tenant’s Plans, shall not in any way be subject construed or operate to bind Landlord or to constitute a representation or warranty of Landlord as to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval adequacy or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves sufficiency of such drawings, plans and specifications, or the improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Landlord shall as may be required hereunder in its disapproval notice specify connection with ▇▇▇▇▇▇’s construction of improvements in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord Premises in accordance with the foregoing proceduresuch drawings, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work.

Plans and Specifications. In A. Landlord and Tenant shall jointly retain the case services of Subsequent Alterations Devcon Construction Incorporated (the "SPACE PLANNER") to prepare a detailed space plan (the "SPACE PLAN") mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofPremises. Landlord and Tenant shall approve or disapprove such plans the Space Plan and specifications by written notice back to Tenant any proposed revisions thereto in writing within 20 three (3) business days after Tenant's submittal of such plans and specifications. Such receipt thereof, which approval shall not be unreasonably withheld. Such approval shall. B. Based on the approved Space Plan, howeverLandlord and Tenant shall cause the Space Planner to prepare detailed plans, be subject to specifications and working drawings for the corresponding approval of any Mortgagee if required under its Mortgage construction of the Premises Tenant Improvements (which Mortgagee's approval or denial shall be determinativethe "PLANS"). Landlord and Tenant shall make reasonable diligently pursue the preparation of the Plans. Landlord and diligent efforts to obtain Tenant shall approve or disapprove the Plans and any required Mortgagee's approvalproposed revisions thereto, including the estimated cost of the Tenant Improvements, in writing within three (3) business days after receipt thereof. If Landlord or Tenant fails to give Tenant approve or disapprove the aforesaid notice Space Plan or Plans or any revisions thereto within said 20 daysthe time limits specified herein, Landlord or Tenant shall be deemed to have approved such plans the same. Landlord and specifications. If Landlord disapproves Tenant shall use diligent efforts to cause the final Plans and the cost estimate to be prepared and approved no later than thirty (30) days after the execution of such plans the Lease. C. Notwithstanding Landlord's preparation, review and specificationsapproval of the Space Plan and the Plans and any revisions thereto, Landlord shall have no responsibility or liability whatsoever for any errors or omissions contained in its disapproval notice specify the Space Plan or Plans, or to verify dimensions or conditions, or for the quality, design or compliance with applicable Regulation of any improvements described therein or constructed in reasonable detail accordance therewith. Landlord hereby assigns to Tenant all warranties and guarantees by the respects in which such plans Space Planner or the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminatehereby waives all claims against Landlord relating to, upgrade or correct, as appropriatearising out of the design or construction of, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workImprovements.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct The Tenant Improvements shall be completed in accordance with detailed architectural and material specifications which shall be prepared and sealed by Tenants architect and approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed (collectively the “Plans and Specifications”). The Plans and Specifications shall include the following: (1) fully dimensioned architectural plan as necessary for the Tenant Improvements outlined in this Exhibit D; (2) electric/telephone outlet diagram as necessary for the Tenant Improvements outlined in this Exhibit D; (3) reflective ceiling plan with light switches as necessary for the Tenant Improvements outlined in this Exhibit D; (4) mechanical plan as necessary for the Tenant Improvements outlined in this Exhibit D; (5) electric power circuitry diagram as necessary for the Tenant Improvements outlined in this Exhibit D; (6) schematic plumbing riser diagram (if any); (7) all color and finish selections; (8) all special equipment and fixture specifications; and (9) LPD calculations in the form set forth in the User’s Manual. (b) connect Following Tenant’s architect’s preparation of the Plans and Specifications, Tenant shall submit the Plans and Specifications to Landlord and Landlord’s property manager for Landlord’s review. Landlord shall then have a period of not more than six (6) business days (or otherwise materially affect three (3) business days, with respect to Space Plans) following such submittal in which to review and approve the heating, ventilating, air conditioning, plumbing, electrical Plans and Specifications or similar systems state any objections in sufficient detail so as to allow necessary modifications by Tenant’s architect. If the Building or any structural elements thereofPlans and Specifications are disapproved, Tenant shall have prepared ten (10) days to submit its revisions to the Plans and deliver Specifications to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineersLandlord, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 then have four (4) business days after receipt to review and approve such revised Plans and Specifications or state any objections in sufficient detail so as to allow any further necessary modifications by Tenant's submittal ’s architect. The above- referenced procedure shall continue until Landlord approves of such plans the Plans and specificationsSpecifications. Such Landlord’s failure to provide approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval or disapproval of any Mortgagee if required under its Mortgage Plans and Specifications or advise Tenant of the Premises revisions or corrections thereto within such review periods, which failure is not cured within two (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts 2) business days following receipt of a second Tenant notice to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 daysLandlord, Landlord shall be deemed to have approved such plans constitute Landlord’s approval of the proposed Plans and specificationsSpecifications. (c) Landlord has furnished to Tenant, AutoCad Files in Microstation “Autodesk Design” format, Version 2000, identified as “MetWest International Office Building One” dated February 11, 2008 and prepared by TVS Florida, Inc., Architecture. If Landlord disapproves Within twenty (20) business days following the Date of such plans and specificationsLease, Landlord shall in its disapproval notice specify in reasonable detail furnish to Tenant the respects in which such as-built plans and specifications are not satisfactory(in CAD format) with respect to the Building and the existing improvements in the Premises (the “As-Built CAD Plans”). Landlord acknowledges and agrees that Tenant shall then revise such plans is entitled to reasonably and specifications in good faith rely on the As-Built CAD Plans delivered to eliminateTenant pursuant to this subparagraph (c) as a basis for the design, upgrade or correct, as appropriate, engineering and construction related to the unsatisfactory itemsTenant Improvements, and resubmit in the revised plans and specifications to Landlord event of any material inaccuracy in accordance with the foregoing procedure, except As-Built CAD Plans that Landlord shall have only 10 days to pass on proximately causes (i) an increase in the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will total cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaidTenant Improvements, Landlord will take any and all reasonable steps to enforce any available rights to recover such increased costs from the architect(s) that prepared the As-Built CAD Plans, or (ii) a delay in Substantial Completion of the Tenant’s Improvements and the date that Tenant intended to occupy any or all of the Premises absent such material inaccuracy, such delay shall not be required constitute a Landlord Delay pursuant to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workSection 6 below.

Plans and Specifications. 3.1. Tenant shall employ consultants, including but not limited to the proposed architect for the New Expansion (the “Consultants”), designated by Tenant for the preparation of the necessary architectural, mechanical and electrical plans, drawings, construction schedule, and specifications pertaining to the New Expansion, provided, however, that all such Consultants shall be subject to the advance written approval of Landlord, not unreasonably withheld, conditioned, or delayed. Tenant shall furnish Landlord with architectural and design plans and specifications (the “Tenant’s Plans”) prepared first in preliminary form (the “Preliminary Plans”), and thereafter in working form (the “Working Drawings”), which shall cover, describe and depict the New Expansion. All Tenant’s Plans shall meet the requirements set forth in Schedule I attached hereto. 3.2. Upon submission of the Tenant’s Plans for the New Expansion, Landlord shall review the Tenant’s Plans and shall either approve the Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within fifteen (15) days after L▇▇▇▇▇▇▇’s receipt of the Tenant’s Plans. In the case event that Landlord shall disapprove of Subsequent Alterations any portion of the Tenant’s Plans, Tenant shall have seven (7) days after Landlord’s notification of its disapproval to revise the Tenant’s Plans and Improvements which will resubmit them to Landlord, and Landlord shall thereafter have ten (10) to review and either (a) cost more than $100,000 approve or disapprove such revised Tenant’s Plans. In the event Landlord fails to construct approve or (b) connect to or otherwise materially affect disapprove the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building Tenant’s Plans or any structural elements changes thereto within the time period set forth above, then such items shall be deemed not approved. 3.3. After approval of the Tenant’s Plans or any portion thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineersnot in any way modify, and obtain revise or change the approved Tenant’s Plans without the prior written consent of Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval , which shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval conditioned or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvaldelayed. If Landlord fails to give Tenant approves such request, the aforesaid notice within said 20 daysentire cost of such change, Landlord including the cost of revising the Tenant’s Plans or preparing new plans, shall be deemed to have approved such plans borne by Tenant. 3.4. It shall be Tenant’s sole responsibility that the Tenant’s Plans and specifications. If Landlord disapproves construction of such plans the New Expansion comply with all applicable laws and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory itemsgovernmental requirements, and resubmit all covenants, conditions, and restrictions of record affecting the revised plans Premises, and specifications to Landlord procure and deliver to Landlord, upon request, all such licenses, permits and approvals from all governmental authorities and/or third parties as are necessary to permit the New Expansion to be commenced, continued to completion, and later occupied. Notwithstanding anything to the contrary contained 119468.000201 4888-8619-0636.9 DocuSign Envelope ID: BA370BF0-6559-47BF-93FD-5271BD02FEF9 herein or in the Lease, prior to Tenant’s commencement and completion of the New Expansion, Tenant acknowledges and agrees that Berkeley County, South Carolina requires Landlord, on behalf of Tenant, to execute, submit, and record with the Berkeley County, South Carolina Office of the Register of Deeds a certain Covenants for Permanent Maintenance of Stormwater Systems (“Stormwater Covenants”) to ensure the New Expansion’s compliance with Berkeley County’s stormwater management program. Pursuant to and in accordance with the foregoing procedureterms and provisions of Section 1.1(c), except Section 2.2(e), and all other applicable provisions of the Lease, Tenant acknowledges and agrees that Landlord shall have only 10 days has provided timely advance written notice to pass on the revised plans Tenant, and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements a copy of the Building as aforesaidproposed Stormwater Covenants, regarding L▇▇▇▇▇▇▇’s intent to execute and record said Stormwater Covenants, and by its execution hereof Tenant shall not be required hereby consents to obtain Landlord's prior written approval L▇▇▇▇▇▇▇’s execution and recordation of plans and specifications for the proposed workStormwater Covenants with the Berkeley County, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workSouth Carolina Office of the Register of Deeds.

Plans and Specifications. In 2.1 Tenant shall employ the case following persons (“Consultants”) for preparation of Subsequent Alterations the necessary architectural, mechanical and Improvements electrical plans, drawings and specifications (“Plans”) pertaining to the construction work which will either (a) cost more than $100,000 Tenant intends to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems perform in the Building Premises in connection with T▇▇▇▇▇’s initial occupancy (the “Work”): Space Planning Drawings Architectural Working Drawings Mechanical Working Drawings Electrical Working Drawings or any structural elements thereofsuch other consultants designated by Tenant from time to time, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineerswith the approval of Landlord, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval which shall not be unreasonably withheldwithheld or delayed. Such approval shallTenant, howeverat its expense, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). furnish Landlord shall make reasonable with architectural and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such design plans and specifications are not satisfactory(the “Tenant’s Plans”) prepared first in preliminary form (“Preliminary Plans”), and thereafter in working form (“Working Drawings”), and covering the Work. Tenant shall then revise such plans pay all costs and specifications expenses relating to eliminate, upgrade or correct, as appropriate, Tenant’s Plans. All Tenant’s Plans shall meet the unsatisfactory items, and resubmit requirements set forth in Schedule I. Tenant shall deliver the revised plans and specifications completed Plans to Landlord in accordance with the foregoing procedurefollowing schedule: Space Plans Due Date: Preliminary Plans Due Date: Working Drawings Due Date: 2.2 Upon submittal of any portion of Tenant’s Plans, except Landlord shall review Tenant’s Plans and shall either approve Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within five (5) business days after L▇▇▇▇▇▇▇’s receipt of the Tenant’s Plans. In the event that Landlord shall disapprove of any portion of Tenant’s Plans, Tenant shall have only 10 five (5) business days after Landlord’s notification of its disapproval to pass on the revised plans revise Tenant’s Plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashionresubmit them to Landlord. In the case event Landlord fails to approve or disapprove Tenant’s Plans or any changes thereto within the time period set forth above, and if such failure continues thereafter for five (5) business days after L▇▇▇▇▇▇▇’s receipt of Subsequent Alterations and Improvements which will cost less than $100,000 notice from Tenant requesting action on Tenant’s Plans, T▇▇▇▇▇’s Plans or the changes shall be deemed to construct be approved. 2.3 After approval of Tenant’s Plans or will not connect to or materially affect any systems or structural elements of the Building as aforesaidportion thereof, Tenant shall not be required to obtain Landlord's in any way modify, revise or change such Plans without the prior written approval consent of plans Landlord. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s Plans or preparing new plans, shall be borne by Tenant and specifications any delay occasioned thereby shall not delay the Commencement Date. 2.4 Except for such matters, if any, as shall have been required by Landlord and not requested by Tenant, it shall be Tenant’s responsibility that the proposed workPlans comply with all applicable governmental and municipal codes and regulations and to procure and deliver to Landlord upon request all such licenses, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workpermits and approvals from all governmental authorities as are necessary to permit the Work to be commenced and continued to completion and the so constructed Premises to be occupied.

Plans and Specifications. 2.1 Tenant shall employ ▇▇▇▇▇▇ & Associates (“Consultants”) for preparation of the necessary architectural, mechanical and electrical plans, drawings and specifications pertaining to the construction work which Tenant intends to perform in the Premises in connection with Tenant’s initial occupancy (the “Work”). Tenant, at its expense, shall furnish Landlord with architectural and design plans and specifications (the “Tenant’s Plans”) prepared first in preliminary form (“Preliminary Plans”), and thereafter in working form (“Working Drawings”), and covering the Work. Tenant shall pay all costs and expenses relating to Tenant’s Plans. All Tenant’s Plans shall meet the requirements set forth in Schedule I. 2.2 Upon submittal of any portion of Tenant’s Plans, Landlord shall review Tenant’s Plans and shall either approve Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within five (5) business days after Landlord’s receipt of the Tenant’s Plans. In the case event that Landlord shall disapprove of Subsequent Alterations any portion of Tenant’s Plans, Tenant shall have ___fifteen (15) business days after Landlord’s notification of its disapproval to revise Tenant’s Plans and Improvements which will either (a) cost more than $100,000 resubmit them to construct Landlord. In the event Landlord fails to approve or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building disapprove Tenant’s Plans or any structural elements changes thereto within the time period set forth above, and if such failure continues thereafter for five (5) business days after Landlord’s receipt of notice from Tenant requesting action on Tenant’s Plans, Tenant’s Plans or the changes shall be deemed to be approved. 2.3 After approval of Tenant’s Plans or any portion thereof, Tenant shall not in any way materially modify, revise or change such Plans without the prior written consent of Landlord. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s Plans or preparing new plans, shall be borne by Tenant and any delay occasioned thereby shall not delay the Commencement Date. 2.4 Except for such matters, if any, as shall have prepared been required by Landlord and not requested by Tenant, it shall be Tenant’s responsibility that the Plans comply with all applicable governmental and municipal codes and regulations and to procure and deliver to Landlord reasonably detailed plans upon request all such licenses, permits and specifications for such alterations approvals from all governmental authorities as are necessary to permit the Work to be commenced and improvements prepared by registered professional architects continued to completion and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back the so constructed Premises to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workoccupied.

Plans and Specifications. In Plans and specifications and Working Drawings ------------------------ sufficient for the case construction of Subsequent Alterations and the Tenant Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems be installed in the Building or any structural elements thereof, Tenant Premises (the "Drawings") shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements be prepared by registered professional architects Tenant's Architect ("Architect") and engineerssubmitted to Landlord. Within five (5) business days after Drawings have been delivered to Landlord, and obtain Landlord's written approval thereof. Landlord shall reasonably approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such the preliminary plans and specifications. Such approval , provided Landlord shall not be unreasonably withheld. Such approval shall, however, be subject specify in writing any objections it shall have to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvalDrawings. If Landlord fails to give Tenant disapprove the aforesaid notice Drawings, within said 20 daysfive (5) business days after delivery thereof to Landlord, Landlord the Drawings shall be deemed to have approved such plans and specificationsapproved. If Landlord reasonably disapproves of such plans and specificationsthe Drawings, Landlord shall shall, in its disapproval notice specify in reasonable detail the respects in which such plans of disapproval, provide sufficient information to Architect so that revised Drawings can be prepared. If Landlord and specifications are not satisfactory. Tenant shall then disagree on any aspect of the Drawings, Landlord and Tenant will meet and promptly attempt to resolve any differences. Architect shall revise such plans the Drawings based on Landlord's suggested changes or the changes agreed between Landlord and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory itemsTenant, and resubmit the revised plans Drawings until the parties are able to agree on the final form of Drawings. The parties will agree on the final form of Drawings within twenty (20) business days of the date of Architect's initial submittal, provided in any and specifications to Landlord in accordance with the foregoing procedure, except that all events Landlord shall have only 10 at least three (3) business days to pass on review and respond to the revised plans and specificationsfinal version of the Drawings. Landlord shall subsequently approve any revised and resubmitted plans The working drawings and specifications which eliminate, upgrade or correct have been approved by Landlord and Tenant are hereinafter referred to as the unsatisfactory items in reasonably appropriate fashion. In "Approved Working Drawings." At the case time of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements final approval of the Building as aforesaidWorking Drawings, Tenant Landlord shall not specify which of the improvements shown on the Working Drawings shall be required to obtain Landlordbe removed by Tenant at Tenant's prior written approval sole costs, upon the expiration of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workTerm and/or surrender of the Premises.

Plans and Specifications. In Tenant shall deliver the case Plans and Specifications to Landlord for Landlord’s approval. Within ten (10) Business Days after Tenant delivers the Plans and Specifications to Landlord, Landlord shall advise Tenant of Subsequent Alterations Landlord’s approval or disapproval of the Plans and Improvements Specifications (which will either (a) cost more than $100,000 disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to construct or (b) connect satisfy such reasonable objections). If Landlord fails to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofgive its written objections to Tenant within such period, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineersan additional notice requesting Landlord’s approval or objections, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written which notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to must state “SECOND AND FINAL REQUEST” in at least 12 font bold print at the corresponding approval of any Mortgagee if required under its Mortgage top of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvalfirst page of the notice. If Landlord fails to give Tenant Landlord’s written objections within three (3) Business Days after receipt of the aforesaid notice within said 20 dayssecond notice, then Landlord shall be deemed to have approved the plans as then submitted to Landlord. Tenant shall revise the proposed Plans and Specifications to meet Landlord’s reasonable objections and deliver the revised Plans and Specifications to Landlord for Landlord’s approval. In reviewing the resubmitted Plans and Specifications, Landlord may only consider those parts of the Plans and Specifications that address Landlord’s reasonable objections thereto; it being agreed that the other portions of the Plans and Specifications (i.e., those portions that Landlord did not previously object to) will be deemed approved. Within ten (10) Business Days after Tenant delivers the revised Plans and Specifications to Landlord, Landlord shall advise Tenant of Landlord’s approval or disapproval of the revised Plans and Specifications (which disapproval shall specify Landlord’s reasonable objections in sufficient detail so that Tenant can make the necessary revisions to satisfy such plans and specificationsreasonable objections). If Landlord disapproves of fails to give its written objections to Tenant within such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaidperiod, 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 on the turnaround and the double notice provisions) until Landlord approves (or is deemed to have approved) the Plans and Specifications. Landlord will not be required to obtain Landlord's prior written unreasonably withhold its approval of plans the Plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workSpecifications.

Plans and Specifications. 2.1 Tenant shall employ “Consultants” for preparation of the necessary architectural, mechanical and electrical plans, drawings and specifications pertaining to the construction work which Tenant intends to perform in the Expansion Space in connection with Tenant’s initial occupancy (the “Work”) with the approval of Landlord, which shall not be unreasonably withheld or delayed. Tenant, at its expense, shall furnish Landlord with architectural and design plans and specifications (the “Tenant’s Plans”) prepared first in preliminary form (“Preliminary Plans”), and thereafter in working form (“Working Drawings”), and covering the Work. Tenant shall pay all costs and expenses relating to Tenant’s Plans. All Tenant’s Plans shall meet the requirements set forth in Schedule I. 2.2 Upon submittal of any portion of Tenant’s Plans, Landlord shall review Tenant’s Plans and shall either approve Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not reasonably acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within 10 days after Landlord’s receipt of the Tenant’s Plans. In the case event that Landlord shall disapprove of Subsequent Alterations any portion of Tenant’s Plans, Tenant shall have 10 business days after Landlord’s notification of its disapproval to revise Tenant’s Plans and Improvements which will either (a) cost more than $100,000 resubmit them to construct Landlord. In the event Landlord fails to approve or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building disapprove Tenant’s Plans or any structural elements changes thereto within the time period set forth above, Tenant’s Plans or the changes shall be deemed to be approved. 2.3 After approval of Tenant’s Plans or any portion thereof, Tenant shall not materially modify, revise or change such Plans without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s Plans or preparing new plans, shall be borne by Tenant and shall be reimbursable through Tenant improvement funding and any delay occasioned thereby shall not delay the Commencement Date. 2.4 Except for such matters, if any, as shall have prepared been required by Landlord and not requested by Tenant, it shall be Tenant’s responsibility that the Plans comply with all applicable governmental and municipal codes and regulations and to procure and deliver to Landlord reasonably detailed plans upon request all such /s/ RH licenses, permits and specifications for such alterations approvals from all governmental authorities as are necessary to permit the Work to be commenced and improvements prepared by registered professional architects continued to completion and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back the so constructed Premises to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workoccupied.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 The Improvements are comprised of two parts: (i) that part consisting of the construction of the Building containing approximately 80,028 rentable square feet and site improvements, including but not limited to, parking spaces, driveways, sidewalks, landscaping and all other related site and infrastructure work (collectively, the “Project Improvements”); and (ii) that part relating to construct or the interior tenant improvements within the Building (the “Tenant Improvements”). (b) connect to or otherwise materially affect The preliminary plans and specifications approved by Landlord and Tenant for the heating, ventilating, air conditioning, plumbing, electrical or similar systems in Project Improvements are listed on Exhibit B attached hereto (the Building or any structural elements thereof, Tenant shall have prepared “Preliminary Project Plans and deliver to Landlord reasonably detailed Specifications”). Upon completion of the preliminary plans and specifications for the Tenant Improvements, Landlord and Tenant will prepare and initial a listing thereof and will attach same as Exhibit C hereto (the “Preliminary Tenant Improvement Plans and Specifications”). The Preliminary Project Plans and Specifications and the Preliminary Tenant Improvements Plans and Specifications shall be utilized in connection with the preparation of the final plans and specifications for the Project Improvements and the Tenant Improvements. Landlord and Tenant intend to work collaboratively to develop final plans and specifications for the Project Improvements and Tenant Improvements in accordance with the provisions of this Section 2. Tenant acknowledges that certain milestones must be met in the plan development process in order for Landlord to achieve Tenant’s desired date for Substantial Completion. The time frames set forth in this Section are intended to facilitate the parties’ progress towards such alterations date. (c) Landlord shall cause ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇/Architects, Inc. (the “Project Architect”) to prepare proposed final plans and improvements prepared by registered professional architects specifications for the Project Improvements in accordance with the Preliminary Project Plans and engineersSpecifications, and obtain submit the proposed final plans and specifications to Tenant for Tenant’s approval. If Tenant rejects the proposed final plans and specifications for the Project Improvements (in whole or in part), Tenant shall specify in sufficient detail the reason(s) for Tenant’s rejection (or partial rejection, as applicable). If Tenant responds to such plan set, then such portion thereof not rejected by Tenant shall be deemed to be approved. In the event Tenant thereafter modifies or objects to any portion of the plan set previously approved by Tenant, any delay caused by such modification or objection shall be deemed to be a Tenant Delay (hereinafter defined). Following any modification or objection by Tenant, Landlord must revise the proposed final plans and specifications and resubmit such plans for Tenant’s approval as soon as reasonably practicable. Upon Tenant’s approval, Landlord's written approval thereof’s proposed final plans and specifications for the Project Improvements will constitute the “Final Project Plans and Specifications”. In the event the Final Project Plans and Specifications are not approved by Tenant within ten (10) days after the Effective Date, each Work Day thereafter until the same are approved shall be deemed to be an Excused Delay (hereinafter defined). (d) Tenant shall cause proposed final plans and specifications for the Tenant Improvements to be prepared in accordance with the Preliminary Tenant Improvement Plans and Specifications. Landlord shall have three (3) business days after receipt within which to approve or disapprove reject the proposed final plans and specifications. Landlord’s failure to approve such plans and specifications by written notice back to Tenant within 20 such three (3) business days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial period shall be determinative). Landlord shall make reasonable and diligent efforts deemed to obtain any required Mortgagee's approvalbe an approval thereof by Landlord. If Landlord fails rejects the proposed final plans and specifications for the Tenant Improvements (in whole or in part), Landlord must specify in sufficient detail the reason(s) for Landlord’s rejection (or partial rejection, as applicable). If Landlord responds to give Tenant the aforesaid notice within said 20 dayssuch plan set, then such portion thereof not rejected by Landlord shall be deemed to have be approved. In the event Tenant thereafter modifies or objects to any portion of the plan set previously approved by Landlord, any delay caused by such plans and specificationsmodification or objection shall be deemed to be a Tenant Delay. If Landlord disapproves of such plans and specificationsFollowing any modification or objection by Landlord, Landlord shall in its disapproval notice specify in reasonable detail Tenant must revise the respects in which such proposed final plans and specifications are not satisfactory. Tenant shall then revise and resubmit such plans and specifications to eliminate, upgrade or correct, as appropriatefor Landlord’s approval. Upon Landlord’s approval, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of proposed final plans and specifications for the Tenant Improvements will constitute the “Final Tenant Improvement Plans and Specifications”. In the event the Final Tenant Improvement Plans and Specifications are not approved by Landlord by February 24, 2006 for any reason other than delays caused by Landlord, each day thereafter until the same are approved shall be deemed to be an Excused Delay (hereinafter defined). Landlord agrees not to unreasonably withhold its consent to any proposed workfinal plans and specifications for the Tenant Improvements so long as they are consistent with the Preliminary Tenant Improvement Plans and Specifications. (e) The Final Project Plans and Specifications and the Final Tenant Improvement Plans and Specifications are sometimes collectively referred to in this Lease as the “Final Plans and Specifications.” Only the signature or initials of an authorized representative of Landlord referenced in Section 3.2(b) and an authorized representative of Tenant referenced in Section 3.2(b) will evidence approval of the Final Plans and Specifications. Tenant must appoint an employee of Tenant [if not an authorized representative of Tenant referenced in Section 3.2(b)] to review the plans and specifications that Landlord proposes for adoption as the Final Plans and Specifications so as not to delay unreasonably the completion of the Improvements. Tenant’s review and approval of the Final Plans and Specifications, but shall provide Landlord shop drawings, samples or other construction related items will create no responsibility or liability on Tenant’s part for their completeness (except as to compliance with a reasonable description the Preliminary Project Plans and Specifications and Preliminary Tenant Improvement Plans and Specifications), sufficiency for their intended purpose, or plans for Landlord's information at least two weeks before commencing workdegree of compliance with Legal Requirements (hereinafter defined).

Plans and Specifications. In If the case of Subsequent Alterations and Improvements which will either Premises are to be built out with tenant improvements, then: (a) cost more than $100,000 Landlord shall provide Tenant with the preliminary plans for the Premises and specifications for all standard items to construct or be contained therein. Within five (b5) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements days after receipt thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed approve said preliminary plans and specifications for such alterations and improvements prepared by registered professional architects shall provide Landlord with complete and engineersdetailed information of additions, and obtain Landlord's written approval thereof. Landlord shall approve deletions or disapprove such plans and specifications by written notice back revisions to Tenant within 20 days after Tenant's submittal of such be contained in the final plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable thereafter submit said final plans and diligent efforts specifications to obtain any required Mortgagee's Tenant for approval, and within five (5) days thereafter, Tenant shall either approve said final plans and specifications, or disapprove them in writing specifying how they are inconsistent with the information provided by Tenant to Landlord. If Landlord fails to give Tenant the aforesaid notice neither approval nor disapproval is received within said 20 daysfive-day period, Landlord Tenant’s silence shall be deemed conclusively to have approved such be approval of the final plans and specifications. If Landlord disapproves Upon approval of such Tenant’s final plans and specifications, Landlord shall do the work necessary to put the Premises in its disapproval notice specify condition for occupancy by Tenant in accordance with said final plans and specifications. Landlord, however, shall be obligated only to bear the cost and expense of the items, if any, in Exhibit E attached hereto and hereby made a part of this lease. Tenant shall bear the cost and expense of any other item on Tenant’s final plans and specifications, and shall pay such cost and expense upon written demand therefor; and (b) All equipment and installations to be made by Landlord or Tenant shall be of the type, color and quality selected by Landlord as standard for the Building, and shall be in accordance with Landlord’s specifications. All contractors, subcontractors and materialmen performing work in the Building or the Premises shall be subject to Landlord’s approval. It is understood and agreed that Tenant may request that materials selected by it be used in lieu of standard materials of the Building. Any such substituted materials which are to be furnished by Landlord at the direction of Tenant will be furnished on an “as available from supplier” basis. If, because materials other than those standard for the Building are substituted, Tenant’s move-in is delayed because of non-availability of any such substituted materials, then rent shall commence on the date the suite would have been ready for occupancy but for Tenant’s specification of substituted materials. If Landlord shall approve such substituted materials, which approval landlord will not unreasonably withhold, then Tenant shall pay to Landlord any increase in the cost as estimated by Landlord for such substituted materials and the installation thereof over and above Landlord’s estimate of the cost of providing and installing standard materials of the Building. Landlord shall notify Tenant of the amount of the increase in cost within a reasonable detail time after receiving Tenant’s request, and Tenant shall have five (5) days to approve such amount or to request further changes in the respects plans and specifications. If no changes in which such the plans and specifications are made, or if Tenant does not satisfactoryindicate its approval of such additional amount within five (5) days after receipt of the notification of the increased costs from Landlord, then said increased costs shall be deemed to be approved, and Tenant shall pay this amount upon written demand by Landlord. Tenant shall then revise such plans and specifications reimburse Landlord for Landlord’s reasonable expenses incurred in any review and/or approval performed by Landlord pursuant to eliminatethis Article 8 and/or Article 12, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case including without limitation a fee of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements 10% of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications contract price for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing worksupervision of the work of outside contractors.

Plans and Specifications. In 2.1. Landlord shall retain the case services of Subsequent Alterations the space planner/architect designated by Landlord (the “Space Planner”) to prepare a detailed space plan (the “Space Plan”) mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Premises. Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans the Space Plan and specifications by written notice back to Tenant any proposed revisions thereto in writing within 20 three (3) business days after Tenant's submittal of such plans and specifications. Such receipt thereof, which approval shall not be unreasonably withheld. Such approval shallAdditionally, howeverall other consultants, contractor/subcontractors retained by Landlord or Space Planner to perform services related to the construction of the Tenant Improvements shall be subject to Tenant’s approval, which shall not be unreasonably withheld. 2.2. Based on the corresponding approval of any Mortgagee if required under its Mortgage approved Space Plan, Landlord shall cause the Space Planner to prepare detailed plans, specifications and working drawings for the construction of the Premises Tenant Improvements (which Mortgagee's approval or denial shall be determinativethe “Plans”). Landlord and Tenant shall make reasonable diligently pursue the preparation of the Plans. Tenant shall approve or disapprove the Plans and diligent efforts to obtain any required Mortgagee's approvalproposed revisions thereto, including the estimated cost of the Tenant Improvements, in writing within three (3) business days after receipt thereof. If Landlord Tenant fails to give approve or disapprove the Space Plan or Plans or any revisions thereto within the time limits specified herein, Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans the same. Landlord and specificationsTenant shall use diligent efforts to cause the final Plans to be prepared and approved no later than thirty (30) days after the execution of the Lease. If Landlord disapproves and Tenant shall use diligent efforts to prepare and approve the tenant improvement cost estimate no later than thirty (30) days after completion of such plans and specifications, the final Plans. 2.3. Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory itemsobtain from Contractor, and resubmit cause Contractor to obtain from each subcontractor for the revised plans express benefit of Landlord and specifications to Landlord Tenant, a warranty that the Tenant Improvements have been constructed in accordance with the foregoing procedurePlans and Applicable Laws, except and in a good and workmanlike manner, and that they shall be free from defects in material and workmanship. Such warranty(ies) shall be effective for a minimum of one (1) year following completion of the Tenant Improvements (collectively, the “Warranties”) and Landlord shall have only 10 days hereby assigns to pass on Tenant all Warranties, and Tenant hereby waives all claims against Landlord relating to, or arising out of the revised plans and specificationsdesign or construction of, the Tenant Improvements. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval responsible for errors or omissions contained in the furniture layout design plan, verification of plans and specifications for such furniture dimensions, compliance with applicable regulations, or installation of such furniture systems, all of which shall be the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workresponsibility of Tenant’s furniture vendor.

Plans and Specifications. 2.1 Tenant shall employ the following persons (“Consultants”) for preparation of the necessary architectural, mechanical and electrical plans, drawings and specifications pertaining to the construction work which Tenant intends to perform in the Additional Space in connection with Tenant’s initial occupancy (the “Work”): Space Planning Drawings - ▇▇▇▇▇▇▇▇ Associates Inc. Architectural Working Drawings - ▇▇▇▇▇▇▇▇ Associates Inc. Mechanical Working Drawings - ▇▇▇▇▇▇▇▇ Associates Inc. Electrical Working Drawings - ▇▇▇▇▇▇▇▇ Associates Inc. or such other consultants designated by Tenant from time to time, with the approval of Landlord, which shall not be unreasonably withheld or delayed. Tenant, at its expense, shall furnish Landlord with architectural and design plans and specifications (the “Tenant’s Plans”) prepared first in preliminary form (“Preliminary Plans”), and thereafter in working form (“Working Drawings”), and covering the Work. Tenant shall pay all costs and expenses relating to Tenant’s Plans. All Tenant’s Plans shall meet the requirements set forth in Schedule I. Tenant shall deliver the completed Plans to Landlord. 2.2 Upon submittal of any portion of Tenant’s Plans, Landlord shall review Tenant’s Plans and shall either approve Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within 10 days after Landlord’s receipt of the Tenant’s Plans. In the case event that Landlord shall disapprove of Subsequent Alterations any portion of Tenant’s Plans, Tenant shall have 10 business days after Landlord’s notification of its disapproval to revise Tenant’s Plans and Improvements which will either (a) cost more than $100,000 resubmit them to construct Landlord. In the event Landlord fails to approve or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building disapprove Tenant’s Plans or any structural elements changes thereto within the time period set forth above, and if such failure continues thereafter for five (5) business days after Landlord’s receipt of notice from Tenant requesting action on Tenant’s Plans, Tenant’s Plans or the changes shall be deemed to be approved. 2.3 After approval of Tenant’s Plans or any portion thereof, Tenant shall not in any way modify, revise or change such Plans without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s Plans or preparing new plans, shall be borne by Tenant and any delay occasioned thereby shall not delay the Commencement Date. 2.4 Except for such matters, if any, as shall have prepared been required by Landlord and not requested by Tenant, it shall be Tenant’s responsibility that the Plans comply with all applicable governmental and municipal codes and regulations and to procure and deliver to Landlord reasonably detailed plans upon request all such licenses, permits and specifications for such alterations approvals from all governmental authorities as are necessary to permit the Work to be commenced and improvements prepared by registered professional architects continued to completion and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back the so constructed Premises to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workoccupied.

Plans and Specifications. In 7.1.1. Fortress Secured shall retain the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal services of such plans architecture, engineering and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject design firms for the Work as approved by the City Manager or his/her designee pursuant to the corresponding approval of any Mortgagee if required under Comprehensive Agreement. On or before April 1, 2025, Fortress, after consulting with Concessionaire, shall submit to the City (acting in its Mortgage proprietary capacity as owner of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements Concession Area) all of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of preliminary plans and specifications for the proposed workrenovations and improvements to be made to the Property, but which shall provide Landlord substantially conform to the conceptual designs presented by Fortress Secured with its RFP submission (the “RFP Conceptual Designs”) and shall include a reasonable description site plan and all items constituting architectural plans and exhibits and landscape plans and exhibits that are required by the City Land Development Boards to be included in the application for Project Approvals (the “Preliminary Plans and Specifications”). The City Manager shall have twenty (20) Business Days to review the Preliminary Plans and Specifications solely for substantial conformity with the RFP Conceptual Designs. The City Manager shall not unreasonably withhold or plans delay his or her approval if the Preliminary Plans and Specifications for Landlord's information at least two weeks before commencing worksubstantially conform to the Project Concept Plan for such Phase; it being agreed however, that the City’s failure to so notify Fortress Secured of its disapproval within ten (10) Business Days after a second written request bearing the legend specified in Subsection 26.13 of this Agreement shall be deemed to constitute the City’s conclusive approval of such Preliminary Plans and Specifications (subject to Concessionaire’s compliance with Subsection 26.13 of this Agreement). If the City Manager disapproves the Preliminary Plans and Specifications, then Fortress Secured shall within thirty (30) days after such disapproval, submit a revised modification to the Preliminary Plans and Specifications that substantially conform to the Project Concept Plan to the City Manager pursuant to the foregoing process until such Preliminary Plans and Specifications for such Phase have been approved by the City Manager.

Plans and Specifications. In The Tenant agrees to prepare, at the case ------------------------ Tenant's sole cost and expense, preliminary plans for the construction and layout of Subsequent Alterations and Improvements the improvements which will either (a) cost more than $100,000 the Tenant desires to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems have performed in the Building or any structural elements thereofPremises. Notwithstanding the foregoing, the Landlord shall pay the Architectural Improvement Allowance to the Tenant within thirty (30) days of presentation of an invoice for the engineered mechanical and electrical architectural drawings in an amount at least equal to the amount of the Architectural Improvement Allowance to the Landlord, provided however, that the Architectural Improvement Allowance shall not be paid prior to the Landlord's approval of Tenant's Plans (as hereinafter defined). The Tenant shall have prepared and deliver submit the Tenant's preliminary plans to the Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineersLandlord's approval no later than June 30, 1995 (the "Preliminary Plans Submission Date"), and obtain Landlord's written approval thereof. the Landlord shall either approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal preliminary plans within three (3) business days following the date of submission. At the Tenant's sole cost and expense, the Tenant shall cause Tenant's preliminary plans to be revised in a manner sufficient to remedy the Landlord's objections and/or respond to the Landlord's concerns and for such plans, including engineered mechanical and electrical drawings ('Tenant's Plans') to be redelivered to the Landlord in no event later than July 7, 1995 ("Final Plans Submission Date") and the Landlord shall either approve or disapprove Tenant's revised plans within three (3) business days following the date of submission. Time is of the essence with respect to the preparation and specificationssubmission of Tenant's Plans. Such approval Tenant's Plans shall be stamped by a Massachusetts registered architect and engineer, such architect and engineer being subject to the Landlord's approval, and shall comply with all applicable laws, ordinances and regulations (including, without limitation, the applicable requirements of the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder) and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for construction. The Landlord has heretofore been furnished early drafts of Tenant's preliminary plans and, provided Tenant's preliminary plans furnished under this Exhibit B are consistent therewith, the Landlord shall not unreasonably withhold its consent thereto. If Tenant's Plans shall not be unreasonably withheld. Such approval shallapproved by the Landlord by July 12, 1995 (the "Final Plans Date"), the Landlord shall have the right, without limitation of other rights or remedies, to terminate this Lease by giving notice thereof to the Tenant at any time after the Final Plans Date, provided, however, be subject and subject, nevertheless, to the corresponding approval provisions set forth in Section 5 hereof, that the Tenant may elect to defer the effective termination date by notice given to the Landlord within five (5) days of any Mortgagee if required under its Mortgage Landlord's notice of termination, provided, further, that such notice by the Tenant shall contain an indication of the Premises (which Mortgageereasonable likelihood of the Tenant's approval or denial shall be determinative). Plans being approved by the Landlord shall make reasonable and diligent efforts prior to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correcteffective termination date, as appropriatedeferred. Upon such termination, the unsatisfactory items, this Lease shall cease and resubmit the revised plans and specifications come to Landlord an end in accordance with the foregoing procedureterms of such notice and without further obligation or liability on the part of either party, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, follows: The Tenant shall not be pay to the Landlord the damages suffered by the Landlord by reason of such termination including, without limitation, an amount equal to the Landlord's out-of-pocket expenses incurred in connection with this Lease, including, without limitation, brokerage and legal fees, together with any amount required to obtain Landlord's prior written approval of plans and specifications for be paid pursuant to Section 4 below, through the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workeffective termination date.

Plans and Specifications. In Landlord shall submit to Tenant a complete set of the case of Subsequent Alterations proposed construction plans, working drawings, and Improvements which will either specifications (athe “Plans”) prepared at Landlord’s sole cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, and expense. Tenant shall have prepared be allowed fifteen (15) days within which to examine the Plans and deliver to advise Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineersof Tenant’s approval or disapproval of the same; provided, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after however, Tenant's submittal of such plans and specifications. Such ’s approval shall not be unreasonably withheld, conditioned or delayed. Such approval shall, however, be subject The failure of Tenant to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises advise Landlord within such fifteen (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord 15) day period shall be deemed to have approved such plans and specificationsconstitute the approval of the Plans by Tenant as of the fifteenth (15th) day following Tenant’s receipt of the Plans. If Tenant shall have a reasonable basis for disapproval of any portion of the Plans, Tenant shall give Landlord disapproves of such plans and specificationsits reasons therefor in writing within said fifteen (15) day period and, provided said changes are reasonable, Landlord shall cause the Plans to be revised so as to meet Tenant’s reasonable objections. Landlord shall submit the revised Plans to Tenant within fifteen (15) days after receipt of Tenant’s reasons for disapproval of the Plans. Within fifteen (15) days after Tenant’s receipt of the revised Plans, Tenant shall advise Landlord in writing of its disapproval notice specify approval of the revised Plans or notify Landlord of any additional objections. Landlord and Tenant and General Contractor shall use good faith efforts to resolve any dispute regarding revisions to the Plans in reasonable detail an expeditious manner to the respects mutual satisfaction of Landlord and Tenant; provided however, in the event a dispute cannot be so resolved, Landlord’s architect and an architect selected by Tenant shall agree upon a resolution to said dispute and the resolution shall be binding upon Landlord and Tenant. The Plans which have been approved by Tenant are referred to as the “Approved Final Plans and Specifications.” Landlord shall have the right to make changes in the Approved Final Plans and Specifications (subject to Tenant’s further review and approval of same as provided above and which approval shall not be unreasonably withheld) in which event, to the extent said changes cause Construction Costs to exceed the Construction Cap, Landlord shall pay the amount by which the total additional cost related to such plans and specifications are not satisfactorychanges exceeds any savings resulting therefrom. Tenant shall then revise such plans be responsible, at Tenant’s sole cost and specifications to eliminateexpense, upgrade for any change orders requested solely by Tenant or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord any governmental permitting authority. Tenant shall have only 10 days the right to pass on make changes in the revised plans Approved Final Plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications Specifications in which eliminateevent, upgrade or correct to the unsatisfactory items in reasonably appropriate fashion. In extent said changes cause Construction Costs to exceed the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaidConstruction Cap, Tenant shall not be required pay the amount by which the total additional cost related to obtain such changes exceeds any savings resulting therefrom as provided in subsection 4.1.3. Landlord shall, at Landlord's prior written approval ’s sole cost and expense outside the Construction Cap, pay any architectural or engineering fees, costs or expenses associated with: (i) preparation of plans the Approved Final Plans and specifications Specifications, (ii) any independent architectural inspection of the Construction, if any, and (iii) preparation of the site and civil engineering drawings, all as a part of Landlord’s Work, Landlord shall pay such amounts directly to the architectural or engineering firm responsible for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workplan preparation.

Plans and Specifications. In Following the case Execution Date, Tenant shall, at its sole cost and expense, prepare and submit to Landlord a complete set of Subsequent Alterations and Improvements which will either permittable construction drawings (a) cost more than $100,000 collectively, the “Construction Drawings”), covering all work to construct or (b) connect be performed by ▇▇▇▇▇▇ in constructing the Tenant Improvements. Tenant shall have no right to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems include in the Building Construction Drawings any Tenant Improvements that would materially alter the exterior appearance or basic nature of the Building, or any structural elements thereofBuilding systems. The Construction Drawings shall be in such detail as Landlord may reasonably require (provided that such requirements are consistent with customary practice in the Atlanta, Georgia office market) and shall be in compliance with all applicable statues, ordinances and regulations; provided, however, that Landlord’s approval of the Construction Drawings shall not be deemed to be a warranty or representation that the Construction Drawings comply with all applicable statues, ordinances and regulations. Landlord shall have five (5) business days after receipt of the Construction Drawings in which to review the Construction Drawings and in which to give to Tenant written notice of its approval of the Construction Drawings or its requested changes to the Construction Drawings. If Landlord requests any changes to the Construction Drawings, Tenant shall make such changes and shall, within five (5) business days of its receipt of Landlord’s requested changes (if any), submit the revised portion of the Construction Drawings to Landlord. Landlord shall have five (5) business days after receipt of the revised Construction Drawings in which to review said revised Construction Drawings and in which to give to Tenant written notice of its approval of the revised Construction Drawings or its requested changes thereto. This process shall continue until such time, if at all, that Landlord approves the Construction Drawings in accordance with this subsection (c). If Landlord shall fail to give Tenant written notice of its approval or requested changes to the Construction Drawings or any revisions thereto within said five (5) business day period, Landlord’s approval thereof shall be deemed given. Thereafter, any changes to the Construction Drawings shall be subject to Landlord’s prior written approval, including, without limitation, those required by any governmental authority having jurisdiction over the Building. Notwithstanding the foregoing, Tenant shall have prepared the right to change the Construction Drawings without obtaining Landlord’s prior written consent provided that (i) such changes are non-structural in nature and deliver to are not visible from outside of the Leased Premises; (ii) such changes do not impact, in any way, any other tenant of the Building or such other tenants’ premises; (iii) such changes do not increase the load on any Building systems, services or utilities; (iv) the cost of such changes does not exceed Five Thousand and No/100 Dollars ($5,000.00); and (v) Tenant provides Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by with five (5) days prior written notice back of its intention to Tenant within 20 days after Tenant's submittal of make such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify changes stating in reasonable detail the respects in which nature, extent and estimated cost of such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance changes together with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed worksame. Tenant shall at all times in its preparation of the Construction Drawings, but and of any revisions thereto, act reasonably and in good faith. Landlord shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workall times in its review of the Construction Drawings, and any revisions thereto, act reasonably and in good faith.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans retain an architect selected by Landlord ("Architect") for the preparation of preliminary and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans final working architectural and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of engineering plans and specifications for the proposed workTenant Improvements ("Final Plans and Specifications"). Tenant shall cooperate diligently with the Architect and shall furnish within ten (10) days after request therefor, but all information required by the Architect for completion of the Final Plans and Specifications, and shall provide (in writing, if requested by Landlord), not later than three (3) business days after request therefor, any approval or disapproval of preliminary or Final Plans and Specifications which Tenant is permitted to give under this EXHIBIT B. Any written disapproval of Tenant shall set forth Tenant's specific objections thereto. If Tenant disapproves any matters subject to its review and approval, Landlord with a reasonable description or plans for and Tenant, within three (3) business days after Landlord's information receipt of such objections, shall meet and confer and negotiate in good faith to resolve such disputed matters. Landlord and Tenant shall indicate their approval of the Final Plans and Specifications by initialing them and attaching them to the Lease as EXHIBIT B-1. Upon completion of the Final Plans and Specifications and approval thereof by Landlord and Tenant, Landlord will obtain subcontractor trade bids and furnish a cost breakdown to Tenant. At Tenant's request, the Final Plans and Specifications may be revised once as a result of Tenant's review of the cost breakdown, at least two weeks before commencing workTenant's sole cost and expense. Any such revisions shall be subject to Landlord's reasonable approval, and the amended Final Plans and Specifications, as approved by Landlord and Tenant, shall thereafter be deemed to be the Final Plans and Specifications for the Tenant Improvements. The amended Final Plans and Specifications shall be approved by Tenant (in writing, if requested by Landlord) not later than three (3) business days after Landlord's request therefor. Landlord shall thereafter submit such amended Final Plans and Specifications to its contractor and subcontractor for re-bidding, and shall furnish a cost breakdown to Tenant. If the estimated Tenant Improvements Cost, as determined by the bids based on the amended Final Plans and Specifications and the reasonably anticipated costs of other items constituting the Tenant Improvements Cost, result in an Excess Tenant Improvements Cost, then Tenant shall pay such Excess Tenant Improvements Cost as and when required by Paragraph 9.A. Tenant's failure to approve or disapprove any matters which Tenant shall be entitled to approve or disapprove pursuant to this Paragraph 4 shall be conclusively deemed to be approval of same by Tenant.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver submit to Landlord reasonably detailed for Landlord's approval, which approval will not be unreasonably withheld or delayed, preliminary plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofthe Material Change to the Project. Landlord shall approve or disapprove such Such preliminary plans and specifications shall further take into consideration and provide for the aesthetic integration of the facades of the buildings to be constructed on the Land with the existing improvements on the Adjoining Land. Within fifteen (15) business days following receipt by written notice back to Landlord of said preliminary plans and specifications from Tenant, Landlord shall notify Tenant within 20 days after Tenantof Landlord's submittal approval or disapproval of such said preliminary plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject Landlord's failure to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give notify Tenant the aforesaid notice within said 20 days, Landlord such period shall be deemed to have approved be Landlord's approval. Any notice of approval or disapproval shall be in writing, and if disapproved, shall set forth the grounds for such plans disapproval. Following Landlord's first or any subsequent disapproval, Tenant shall undertake, in conjunction with Landlord, to amend and specifications. If Landlord disapproves of such modify the preliminary plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail and, upon the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminatecompletion thereof, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the submit revised plans and specifications to Landlord for its review and approval, in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised foregoing. (b) Following approval of preliminary plans and specifications. Landlord , Tenant shall subsequently approve any revised and resubmitted develop final plans and specifications substantially in conformity with the preliminary plans and specifications previously approved by Landlord. Such final plans and specifications shall be subject to review by Landlord. Within thirty (30) days following receipt by Landlord of said final plans and specifications from Tenant, Landlord shall notify Tenant of Landlord's approval, which eliminateapproval will not be unreasonably withheld, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In disapproval, as the case may be. Landlord's failure to notify Tenant within such period shall be deemed to be Landlord's approval. Any notice of Subsequent Alterations approval or disapproval shall be in writing, and Improvements which will cost less than $100,000 to construct if Landlord disapproves, then such notice shall set forth the grounds for such disapproval. Following Landlord's first or will not connect to or materially affect any systems or structural elements of the Building as aforesaidsubsequent disapproval, Tenant shall not be required undertake, to obtain Landlord's prior written approval of amend or modify the final plans and specifications and then submit the revised final plans and specifications to Landlord for its review as set forth above. Changes from the proposed workpreliminary plans and specifications shall be considered to be within the scope of the preliminary plans and specifications, but if they are not substantial, or if they are made in order to comply with the reasonable requirements of a Leasehold Mortgagee or of a Governmental Authority. (c) In no event shall provide Landlord with a reasonable description or plans for Tenant begin construction prior to procuring Landlord's information at least two weeks before commencing workapproval of said final plans and specifications; provided, however, that such approval may be procured incrementally to allow development of the Project in phases. This prohibition applies to the commencement of any on-site infrastructure construction as well.

Plans and Specifications. In the case of Subsequent Alterations 2.1 COUNTY shall cooperate with LESSOR and Improvements which will either LESSOR’s architect (a“Architect”) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant who shall have prepared and deliver to Landlord reasonably prepare detailed preliminary space plans and specifications for such alterations the Premises Improvements (“Preliminary Plans”) consistent with Exhibit M (Tenant Improvement Plans), which shall include, without limitation, the location of doors, partitions, electrical and improvements prepared by registered professional architects telephone outlets, plumbing fixtures, millwork, floor and engineerswall coverings, heavy floor loads, and obtain Landlord's any other special requirements requested by COUNTY. 2.2 The burden of providing LESSOR with all correct and complete information with respect to the Minimum Standards shall rest solely with COUNTY, and LESSOR shall be entitled to rely completely on all such information. Based on the Minimum Standards, LESSOR shall prepare and submit to COUNTY the proposed Preliminary Plans or logical subportions thereof, COUNTY shall accept or reject the Preliminary Plans (or logical subportions thereof) by written approval notice delivered to LESSOR on or before five (5) business days after submission of the Preliminary Plans (or logical subportions thereof. Landlord ) to COUNTY by LESSOR. 2.3 Based on the accepted Preliminary Plans, LESSOR shall approve or disapprove such prepare and deliver to COUNTY for acceptance two (2) sets of the final working plans and specifications by written notice back for the Premises Improvements, which shall be based on and conform in all material respects to Tenant the accepted Preliminary Plans (“TI Drawings”). COUNTY shall accept or reject the TI Drawings (or logical subportions thereof) within 20 five (5) business days after Tenant's submittal submission by LESSOR. Following approval of the TI Drawings, both Parties shall sign and deliver to each other duplicate copies of the TI Drawings; thereafter, changes may only be made in strict accordance with the change order provision of Clause 5, below. The term “Accepted Drawings” shall be accepted TI Drawings and all such accepted changes. 2.4 COUNTY’s failure to accept or reject either the Preliminary Plans or the TI Drawings (or logical subportions thereof) within the five (5) business day acceptance periods shall be deemed approval of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage If COUNTY reasonably rejects of the Premises Preliminary Plans or the TI Drawings within the respective five (which Mortgagee's approval or denial 5) business day periods, LESSOR shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised those modified plans and specifications to Landlord COUNTY in accordance with the foregoing procedure, procedures set forth above. No deviations will be permitted from Minimum Standards except that Landlord shall have only 10 days to pass on as approved in writing by the revised plans and specificationsLESSOR. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant LESSOR shall not be required to approve any deviation from Minimum Standards that: (i) does not conform to applicable law or is disapproved by any governmental agency, or (ii) is of such a specialized nature that it is unlikely (individually or together with other construction) to be useable by any successor tenant of the Premises for general office use (“Specialized TI’s”). Whether or not LESSOR consents thereto, in no event shall the cost of any Specialized TI’s be included within the Allowance or the Additional Allowance, if utilized. If LESSOR and COUNTY are unable to agree on the TI Drawings or the Preliminary Plans, such dispute shall be resolved by the Architect or any replacement architect selected by LESSOR and COUNTY, whose determination shall be final. 2.5 All approvals by LESSOR under this Agreement and the Lease shall not be a representation or warranty by LESSOR that the Minimum Standards are or will be in compliance with applicable law, for all matters in connection with the construction of the Premises Improvements. However, prior to the commencement of the construction of the Premises Improvements, LESSOR shall obtain Landlord's and deliver to COUNTY written certification from the Architect that the Architect’s Accepted Drawings as submitted to and approved by the City of Cypress substantially comply with Applicable Law. 2.6 COUNTY hereby ▇▇▇▇▇▇▇ ▇▇▇▇ as COUNTY’s construction representative (“COUNTY Representative”). COUNTY shall have the right to appoint a replacement COUNTY Representative at any time during construction upon five (5) business days prior written approval notice to LESSOR. LESSOR shall be entitled to rely upon COUNTY Representative for all matters in connection with the construction of plans the Premises Improvements. 2.7 If the Premises Improvements include any floor covering other than COUNTY’s standard carpet tiles, then LESSOR shall perform a moisture test and specifications deduct the costs for performing such test from the proposed workAllowance or, but if utilized, the Additional Allowance. Notwithstanding anything to the contrary, COUNTY may not waive any moisture barrier requirement or recommendation without LESSOR’s prior written approval, which may be withheld in its sole and absolute discretion. 2.8 Notwithstanding anything to the contrary contained herein, at the time of its submittal to COUNTY of the Preliminary Plans or the TI Drawings, LESSOR shall provide Landlord with a reasonable description notify COUNTY whether LESSOR will require the removal of any Specialized TIs upon the expiration or plans for Landlord's information at least two weeks before commencing workearlier termination of the Lease.

Plans and Specifications. (A) Within ninety (90) days after Lease Commencement Date, Tenant shall submit to Landlord, for Landlord's written approval the following items (hereinafter collectively referred to as "Required Items"): 1. Complete detailed drawings and specifications in sufficient detail for Tenant to obtain all necessary building permits (hereinafter collectively referred to as "Plans") for all the work to be done by Tenant to the Leased Premises. Each of Tenant's Plans submissions shall include two sets of full-size construction drawings and specifications, as well as one set of computerized construction drawings saved on a CD ROM in .DWG or .DXF file format. 2. A contractor's "Payment and Performance Bond" in favor of Landlord as obligee, in form approved by Landlord, issued by a surety company satisfactory to Landlord, guaranteeing completion of Tenant's work In accordance with the case Plans free of Subsequent Alterations liens and Improvements security agreements. 3. A comprehensive general liability insurance policy from ▇▇▇▇▇▇'s contractor's insurer (with a rating of not less than A-8) naming Landlord as additional insured for at least $3,000,000 combined single limit for bodily Injury and property damage and contractor's Workers' Compensation and Occupational Disease insurance with statutory limits and employer's liability with a limit of at least $1,000,000. 4. The general contractor's written indemnity agreement in the form attached hereto as Exhibit "B-1" that the contractor shall Indemnify, defend, save and hold harmless Landlord, its mortgagee, agents, employees and assigns, from all liabilities, claims, losses, liens, damages and suits of whatsoever nature for personal injury, death or property damage alleged to arise out of the work performed under the contract, whether by contractor or by any subcontractor, and whether asserted against Landlord or contractor. (B) Landlord shall inform Tenant of any objections to the Required Items within thirty (30) days after receipt of all such Items. If Tenant fails to deliver any of the Required Items timely, then Landlord shall have the right to terminate this Lease. Furthermore, Landlord shall have no obligation to review Tenant's Plans unless and until Landlord is in receipt of all Required Items. Tenant, within thirty (30) days of receiving Landlord's objections to the Required Items, shall deliver to Landlord corrected Required Items, which will either Landlord shall accept or reject within the next fifteen (15) days. (C) Tenant must obtain ▇▇▇▇▇▇▇▇'s written approval of all Required Items prior to commencing any of its work at the Leased Premises. ▇▇▇▇▇▇▇▇'s approval of ▇▇▇▇▇▇'s Plans shall not constitute an affirmation by Landlord that they conform to law or impose any liability on Landlord. Upon Landlord's approval of the Required Items Tenant shall immediately apply for all permits necessary for its work. After the permits are issued and ▇▇▇▇▇▇▇▇ has completed the work, if any, that it has specifically agreed in this Lease to do, Tenant shall promptly commence and complete Tenant's work in conformity with the Plans, building department requirements and all relevant laws and regulations. (D) Tenant shall comply with all legal requirements during its work and, when completed, ▇▇▇▇▇▇'s work must comply with all laws, ordinances, regulations or orders of public authority, and with the requirements of the appropriate Fire Insurance Rating Organization and Landlord's insurance company. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (a) cost more than $100,000 to construct or ▇▇▇▇▇▇'s affidavit that all work, labor and materials have been paid for, (b) connect to final lien waivers, as well as paid invoices or otherwise materially affect statements, from all contractors and subcontractors who performed work at the heatingLeased Premises and all materialmen and suppliers who provided materials and/or equipment used in connection with ▇▇▇▇▇▇'s work at the Leased Premises, ventilating, air conditioning, plumbing, electrical and (c) a copy of the certificate of occupancy (or similar systems in its local equivalent) for the Building or any structural elements thereofLeased Premises. If a temporary Certificate of Occupancy is issued, Tenant shall have prepared and deliver a copy of that document to Landlord reasonably detailed plans and specifications then, upon issuance of a permanent Certificate of Occupancy, immediately forward a copy of it to Landlord. (E) If Landlord or its representative inspects the Leased Premises and determines that ▇▇▇▇▇▇'s work is not being done in accordance with the approved Plans, Tenant shall correct any deficiencies or omissions immediately. (F) Tenant shall not permit any mechanic's or other lien to be filed either against the Leased Premises or the Shopping Center or Tenant's leasehold interest by reason of work, labor, services or materials supplied. If any lien is filed, Tenant shall, within ten (10) days after notice of the filing, cause it to be discharged of record, failing which Landlord, in addition to any other right or remedy, may (but shall not be obligated to) discharge such lien by deposit, bonding proceedings or by payment of the claimed amount for such alterations Tenant's account. Any amounts so paid, together with interest at the Default Interest Rate from the date of payment, shall be paid by Tenant to Landlord on demand as additional Rent. Nothing herein shall be construed as the consent or request of Landlord to any contractor, subcontractor, laborer or materialmen to perform work or furnish materials. Furthermore, nothing herein shall give Tenant the authority to contract for or permit the rendering of any service or furnishing of any material that could give rise to the filing of any lien. (G) Tenant shall require its general contractor to furnish to both Tenant and improvements prepared by registered professional architects Landlord on completion of the work a guaranty, for a period of one (1) year from final completion of all work, that all work and engineersmaterials will be free from all defects and that all apparatus (e.g., air-conditioning equipment) will develop capacities and characteristics specified in the approved Plans upon use, and that whenever within one (1) year of the final acceptance of the work, contractor Is notified in writing by either Landlord or Tenant that any equipment, material or workmanship is defective or in some way does not meet specifications, contractor shall immediately replace, repair or otherwise correct the defect or deficiency without cost to Landlord. (H) In the event ▇▇▇▇▇▇'s work involves the construction of a demising wall, ▇▇▇▇▇▇ shall physically indicate the proposed location of the demising wall on the floor of the Leased Premises, notify ▇▇▇▇▇▇▇▇'s architect that the location has been marked and that construction of the wall is about to begin, and give ▇▇▇▇▇▇▇▇'s architect a reasonable opportunity to come to the Leased Premises and inspect the proposed placement of the wall. (I) For any Tenant work that involves penetration of the roof surface, Tenant shall employ Landlord's roofing contractor, thereby ensuring that the roofing bond and/or warranty will remain in full force and effect, The maintenance of Tenant's roof work will be the sole responsibility of Tenant and shall include the repair of adjoining areas that might have been affected due to water penetration through Tenant's roof work. (J) In the event Tenant must obtain a zoning variance, waiver or other change in order to use the Leased Premises for the purposes described in Article 1(M), or for any work Tenant desires to perform at the Leased Premises, Tenant shall first obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall approval, not be unreasonably withheld. Such approval shallwithheld or delayed, however, be subject prior to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvalseeking such a change. If ▇▇▇▇▇▇▇▇'s consent is given, ▇▇▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇▇ in such application and ▇▇▇▇▇▇ agrees to: (1) keep Landlord fails advised of all developments as they occur, (ii) provide Landlord with an opportunity to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications review all documents before they are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory itemsfiled, and resubmit the revised plans and specifications to (iii) give Landlord in accordance with the foregoing procedure, except a reasonable amount of notice before any hearings are held so that Landlord Landlord's representative shall have only 10 days an opportunity to pass on the revised plans and specificationsattend. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required permitted to obtain enter into any agreements that affect the use, access, or condition of the Shopping Center without first obtaining Landlord's prior written approval of plans consent, and specifications for any attempt to do so shall constitute a default under the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workLease.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared provide to Landlord all design and engineering plans and specifications that describe the Tenant’s required improvements to Suite 125 (the “Suite 125 Work”). Landlord and Tenant acknowledge that the Suite 125 Work may include improvements to Suite 150. 2.1 Tenant shall deliver to Landlord reasonably detailed for review and approval, within fifteen (15) days after the execution of this Fourth Amendment, preliminary space plans and specifications (the “Design Development Documents”) for such alterations the Space 125 Work showing in appropriate detail the proposed location of partitions, doors and improvements prepared by registered professional architects millwork; door and engineershardware schedule, electrical communication and lighting plans, and obtain Landlord's written approval thereofroam finish schedule, and other relevant information for the installation of Tenant’s improvements to the Premises. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal Approval of such plans and specifications. Such approval the Design Development Documents shall not be unreasonably withheld, qualified, conditioned, or delayed. Landlord shall promptly review the Design Development Documents and notify Tenant in writing of any comments thereon, or proposed revisions thereto. Representatives of both parties shall promptly make themselves available to discuss and resolve any such comments or revisions, and such documents shall promptly be revised by Tenant to incorporate any agreed upon changes. 2.2 Tenant shall deliver to Landlord for pricing of construction costs for construction of the Suite 125 Work, within fifteen (15) days following receipt of the approved Design Development Documents, final design and engineering plans and specifications (the “Construction Documents”) which describe the Suite 125 Work and are based on the approved Design. Development Documents. 2.3 Tenant may, from time to time, submit to Landlord any changes or additions (“Change Order(s)”) to the Construction Documents desired by Tenant, which changes and additions shall be subject to Landlord’s approval, which shall not be unreasonably withheld, qualified, conditioned, or delayed. Such approval shallshall include Landlord’s written notice to Tenant of changes, howeverif any, be subject to the corresponding approval Work Costs (defined below) and of any Mortgagee anticipated delays, if required under its Mortgage any, to the completion of the Premises (which Mortgagee's approval Suite 125 Work. Upon such approval, Tenant shall promptly give Landlord notice to proceed or denial shall be determinative)not to proceed with the Change Order. Landlord shall make reasonable and diligent efforts Tenant’s notice to obtain any required Mortgagee's approval. If Landlord fails to give Tenant proceed with the aforesaid notice within said 20 days, Landlord Change Order shall be deemed to have approved such plans Tenant’s acceptance of any revised Work Costs and specifications. If Landlord disapproves of such plans specified Tenant Delays and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then promptly revise the Construction Documents to incorporate such plans and specifications to eliminate, upgrade changes or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workadditions.

Plans and Specifications. In the case of Subsequent Alterations a. Landlord’s Work shall be completed in accordance with Plans and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems Specifications as described in the Lease. A conceptual plan with a basic layout is attached to this Schedule B-2 and is incorporated herein by reference. While subject to likely further revision by the parties, such preliminary plan presently serves as a basic layout acceptable to the parties. The cost associated with the preparation of the Plans and Specifications for the Building or shell, geotechnical investigations and site plans shall be deemed a part of the Base Building and Landlord’s Fixed Cost, all other design expenses shall be deemed a part of the Fitout Cost. Any further expenses associated with modifications to the Plans and Specifications to allow consistency with the Fitout Cost as described in the Lease, including the contract price for the Landlord’s Work as agreed by Landlord’s contractor, Concept Construction of North Florida, Inc. dba Theory Construction (“Landlord’s Contractor”), and compliance with Legal Requirements and Nondiscretionary Change Orders, shall also be deemed a part of the Fitout ▇▇▇▇.▇▇ to any structural elements thereofclean rooms included in the Plans, Landlord agrees that Tenant may request to have ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ provide construction services for such portion of the Premises, subject to agreement of Landlord and Tenant, and with the understanding that Landlord may require a performance and payment bond from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, the cost of which shall be subtracted from the Fitout Allowance. b. Within fifteen (15) days following Landlord’s submittal of the final Plans and Specifications to Tenant for review, Tenant shall have prepared and deliver provide written notice to Landlord reasonably detailed plans of Tenant’s approval of the Plans and specifications for such alterations Specifications, or of any objections that Tenant may have to the Plans and improvements prepared Specifications, stated in sufficient detail so as to allow necessary modification by registered professional architects Landlord. Once accepted by Tenant and engineersLandlord in final form, the Plans and Specifications may be modified only with Landlord’s and Tenant’s written approval, and obtain Landlord's written approval thereof. Landlord Tenant shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval liable for any additional costs incurred as a result of any Mortgagee if required under its Mortgage such change unless such change was requested by, or due to acts or omissions of, Landlord. Should Tenant fail within the time period specified in this Section to either (i) approve the Plans and Specifications to Landlord or (ii) make any reasonable modifications to same and resubmit to Landlord as so specified, then such failure shall be construed as an acceptance of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable Plans and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant Specifications. c. In conjunction with Landlord’s review of the aforesaid notice within said 20 daysPlans and Specifications, Landlord shall advise Tenant of any special material, finish or fixture requested by Tenant that will result in a delay in Landlord’s construction schedule beyond the Anticipated Commencement Date. In such event, Tenant shall either modify its specifications so as not to delay construction or be deemed to have approved accepted responsibility for any resulting delay. Prior to final approval of the Plans and Specification, the parties shall cooperate to identify any potential cost-saving measures, which may include alternative materials, equipment or fixturing; provided that if such plans alternatives are expected to delay completion of the Project, any such delays shall extend the Commencement Date, Anticipated Commencement Date and specificationsOutside Commencement Date hereunder. If The foregoing efforts by Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans include, without limitation, special attention to the methods and specifications materials proposed for concrete sub-flooring as necessary or appropriate to eliminateallow installation of flooring materials per the Plans and Specifications or as otherwise determined by Landlord and Tenant upon evaluation of costs and time factors. d. The parties acknowledge that based upon current market conditions, upgrade there may be unavailability of certain supplies, materials or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specificationsequipment. Landlord shall subsequently approve undertake to obtain such supplies, materials or equipment as may be specified in the Plans and Specifications. However, in the event that such requested supplies, materials or equipment either (i) materially increase the cost of the Base Building or (ii) result in a delay in completion of the Project, then Landlord shall present reasonable substitutes so as to minimize any revised and resubmitted plans and specifications which eliminate, upgrade cost overruns or correct delays in the unsatisfactory items in reasonably appropriate fashionCompletion Date. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, event that Tenant shall not approve such substitutes, then any cost increase shall be required to obtain Landlord's prior written approval of plans deemed a Tenant expense, increasing Tenant’s Contribution and specifications for any delay resulting from the proposed workdelays in receiving Tenant’s preferred supplies, but materials or equipment shall provide Landlord with be deemed a reasonable description or plans for Landlord's information at least two weeks before commencing workTenant Delay hereunder.

Plans and Specifications. In Plans and specifications and Working Drawings ------------------------ sufficient for the case construction of Subsequent Alterations and the Tenant Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems be installed in the Building or any structural elements thereof, Tenant Premises (the "Drawings") shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements be prepared by registered professional architects Tenant's Architect ("Architect") and engineerssubmitted to Landlord. Within ten (10) business days after Drawings have been delivered to Landlord, and obtain Landlord's written approval thereof. Landlord shall reasonably approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such the preliminary plans and specifications. Such approval , provided Landlord shall not be unreasonably withheld. Such approval shall, however, be subject specify in writing any objections it shall have to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvalDrawings. If Landlord fails to give Tenant disapprove the aforesaid notice Drawings, within said 20 daysfifteen (15) business days after delivery thereof to Landlord, Landlord the Drawings shall be deemed to have approved such plans and specificationsapproved. If Landlord reasonably disapproves of such plans and specificationsthe Drawings, Landlord shall shall, in its disapproval notice specify in reasonable detail the respects in which such plans of disapproval, provide sufficient information to Architect so that revised Drawings can be prepared. If Landlord and specifications are not satisfactory. Tenant shall then disagree on any aspect of the Drawings, Landlord and Tenant will meet and promptly attempt to resolve any differences. Architect shall revise such plans the Drawings based on Landlord's suggested changes or the changes agreed between Landlord and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory itemsTenant, and resubmit the revised plans Drawings until the parties are able to agree on the final form of Drawings. The parties will agree on the final form of Drawings within twenty (20) business days of the date of Architect's initial submittal, provided in any and specifications to Landlord in accordance with the foregoing procedure, except that all events Landlord shall have only 10 at least three (3) business days to pass on review and respond to the revised plans and specificationsfinal version of the Drawings. Landlord shall subsequently approve any revised and resubmitted plans The working drawings and specifications which eliminate, upgrade or correct have been approved by Landlord and Tenant are hereinafter referred to as the unsatisfactory items in reasonably appropriate fashion. In "Approved Working Drawings." At the case time of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements final approval of the Building as aforesaidWorking Drawings, Tenant Landlord shall not specify which of the improvements shown on the Working Drawings shall be required to obtain Landlordbe removed by Tenant at Tenant's prior written approval sole cost, upon the expiration of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workTerm and/or surrender of the Premises.

Plans and Specifications. In the case As soon as reasonably practical after Tenant's execution of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofthis Lease, Tenant shall have prepared furnish and deliver submit to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofarchitect such information as Landlord's architect may request from Tenant to prepare plans, specifications and working drawings for the tenant improvements, including architectural, mechanical and electrical engineering plans, specifications, working drawings and details (collectively, "Final Plans"), including information regarding the location of all partitions, doors, light fixtures, electrical outlets, telephone outlets and other standard and special installations required by Tenant, as well as wall finishes and floor coverings. Landlord Thereafter, the parties shall approve or disapprove such plans meet and specifications by written notice back confer as necessary to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval agree on the Final Plans, which Final Plans shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding reasonable approval of any Mortgagee if required under its Mortgage both parties. Tenant's written approval of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord Final Plans shall be deemed Tenant's authorization for Landlord to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord proceed with Landlord's Work (defined below) in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specificationsapproved Final Plans. Landlord shall subsequently approve any revised not be obligated to proceed with Landlord's Work until both Landlord and resubmitted plans Tenant have approved the Final Plans. As used herein, the term "Landlord's Work" shall mean the work contemplated by the Final Plans and specifications which eliminate, upgrade or correct the unsatisfactory items term "Improvement Costs" shall mean the cost of the Landlord's Work as performed in reasonably appropriate fashionaccordance with the Final Plans. In addition, as soon as reasonably practical after Tenant's execution of this Lease, Landlord and Tenant shall agree upon the case of Subsequent Alterations and Improvements which will cost less than $100,000 interim improvements (the "Interim Improvements") to construct or will not connect to or materially affect any systems or structural elements be constructed by Landlord in the first floor of the Building as aforesaidPremises to accommodate the occupancy of Passport Design, Inc. ("Passport") pursuant to the terms of the sublease for the first floor to Passport (the "Passport Sublease"), to be entered into by Tenant and Passport concurrently with the execution of this Lease. The plans for the Interim Improvements shall not be required subject to obtain the reasonable approval of both parties. In connection with the construction of the tenant improvements referred to in Paragraph 1 above and the Interim Improvements, the parties hereto acknowledge and agree that the lobby in the first floor of the Premises will consist of a common area foyer and two 50 doors for separate access to the second floor of the Premises and the first floor of the Premises to be occupied by Passport pursuant to the Passport Sublease. Neither preparation of plans by Landlord's prior written architect, engineer or consultant nor any approval thereof by Landlord shall constitute any representation or warranty by or on behalf of plans and specifications Landlord as to the adequacy, efficiency, suitability, fitness or desirability of any space layout or improvements or otherwise constitute assumption by Landlord of any responsibility for the proposed workaccuracy or sufficiency thereof, but or be interpreted as a statement of compliance with code requirements, provided that nothing herein shall provide Landlord with a reasonable description abrogate or plans for Landlord's information at least two weeks before commencing workimpair any rights of Tenant against such architect, engineer or consultant on account of any errors or omissions.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 Ground Lessee agrees to construct or (b) connect to or otherwise materially affect the heatingsubmit its proposed Site Plan, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such with related construction plans and specifications. Such , to Ground Lessor for Ground Lessor’s review and approval, which approval shall not be unreasonably withheld, delayed, or conditioned. Such Ground Lessor shall have fifteen (15) days after receipt of the Site Plan in which to review the Site Plan and to give Ground Lessee notice of Ground Lessor’s approval shallof the Site Plan (which approval shall not be unreasonably withheld, however, be subject conditioned or delayed) or its requested reasonable changes to the corresponding approval of any Mortgagee if required under its Mortgage Site Plan; provided, that, upon notice to Ground Lessee, Ground Lessor may extent such fifteen (15) day period for an additional ten (10) days. If Ground Lessor fails to respond within said fifteen (15) day period, or by the end of the Premises ten (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days10) day extension if exercised, Landlord Ground Lessor shall be deemed to have approved such plans and specificationsthe Site Plan as submitted. If Landlord disapproves Ground Lessor requests any changes to the Site Plan, Ground Lessee shall make such changes and shall, within ten (10) days of such plans and specificationsits receipt of Ground Lessor’s requested changes (if any), Landlord submit a revised Site Plan to Ground Lessor. Ground Lessor shall in its disapproval notice specify in reasonable detail have ten (10) days after receipt of the respects revised Site Plan in which such plans to review said revised Site Plan and specifications are not satisfactory. Tenant shall then revise such plans and specifications in which to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit give to Ground Lessee written notice of its approval of the revised plans and specifications Site Plan (which approval shall not be unreasonably withheld, conditioned or delayed) or its requested reasonable changes thereto. If Ground Lessor fails to Landlord respond within said five (5) day period, Ground Lessor shall be deemed to have approved the revised Site Plan as submitted. This process shall continue until such time, if at all, that Ground Lessor approves (or is deemed to have approved) the Site Plan in accordance with the foregoing procedure, except that Landlord this paragraph. Ground Lessee shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items at all times in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements its preparation of the Building Site Plan, and of any revisions thereto, act reasonably and in good faith. Ground Lessor shall at all times in its review of the Site Plan, and any revisions thereto, act reasonably and in good faith. All building inspections and construction permitting shall be under the jurisdiction of the local municipal inspections authority. All proposed Site Plans shall be directed to the County Manager or his or her designee, for review and approval. Furthermore, any deadlines or timelines under this Lease for Ground Lessee to complete construction of the Improvements shall be extended by one (1) day for each one (1) day that Ground Lessor’s fails to timely respond, as aforesaidthe tenant, Tenant shall not be required to obtain Landlord's prior written approval of any proposed plans and specifications for construction of the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workpremises under the Health Department Lease.

Plans and Specifications. In Tenant shall cause the case construction of Subsequent Alterations and Improvements which will either tenant improvements to the Premises (a"Tenant Improvements"), all in accordance with the provisions set forth below. Within five (5) cost more than $100,000 to construct or (b) connect to or otherwise materially affect days after its execution of the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofLease, Tenant shall have prepared and deliver to Landlord reasonably detailed preliminary plans ("Preliminary Plans"), to be utilized in the preparation of final working drawings and specifications for such alterations the Tenant Improvements. Promptly (but in no event less than five (5) business days) after its receipt of the Preliminary Plans, Landlord shall return the same to Tenant marked and improvements prepared accompanied by registered professional architects comments and engineers, and obtain Landlord's written required revisions. Within five (5) days thereafter, Tenant shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final review and approval. Within five (5) days following Landlord's approval thereofof the Preliminary Plans, Tenant shall cause its architect to prepare and submit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for its review and approval. Landlord shall approve or disapprove such plans and specifications by written notice back to advise Tenant within 20 days promptly after TenantLandlord's submittal receipt of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval Working Plans of any Mortgagee if required under its Mortgage revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the Premises (which Mortgagee's approval or denial shall be determinative). revised Working Plans to Landlord shall make reasonable for its final review and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant Concurrently with the aforesaid notice within said 20 daysabove review and approval process, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such submit all plans and specifications to eliminate, upgrade or correct, the City of Cupertino ("City") and other applicable governmental agencies to obtain governmental approvals and issuance of necessary permits and licenses to construct the Tenant Improvements as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass shown on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workWorking Plans.

Plans and Specifications. In A. Landlord and Tenant shall jointly retain the case services of Subsequent Alterations the space planned designated by Landlord ▇▇▇▇▇▇ Construction Incorporated (the "Space Planner") to prepare a detailed space plan (the "Space Plan") mutually satisfactory to Landlord and Tenant for the construction of the Tenant Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofPremises. Landlord and Tenant shall approve or disapprove such plans the Space Plan and specifications by written notice back to Tenant any proposed revisions thereto in writing within 20 three (3) business days after Tenant's submittal of such plans and specifications. Such receipt thereof which approval shall not be unreasonably withheld. Such approval shall. B. Based on the approved Space Plan, howeverLandlord and Tenant shall cause the Space Planner to prepare detailed plans, be subject to specifications and working drawings for the corresponding approval of any Mortgagee if required under its Mortgage construction of the Premises Tenant Improvements (which Mortgagee's approval or denial the "Plans"), Landlord and Tenant shall be determinative)diligently pursue the preparation of the Plans. Landlord and Tenant shall make reasonable approve or disapprove the Plans and diligent efforts to obtain any required Mortgagee's approvalproposed revisions thereto, including the estimated cost of the Tenant Improvements, in writing within three (3) business days after receipt thereof. If Landlord or Tenant fails to give Tenant approve or disapprove the aforesaid notice Space Plan or Plans or any revisions thereto within said 20 daysthe time limits specified herein, Landlord or Tenant shall be deemed to have approved such plans approved the same. Landlord and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans use diligent efforts to cause the final Plans and specifications the cost estimate to eliminatebe prepared and approved no later than thirty (30) days after the execution of the Lease. C. Notwithstanding Landlord's preparation, upgrade or correct, as appropriate, review and approved of the unsatisfactory items, Space Plan and resubmit the revised plans Plans and specifications to Landlord in accordance with the foregoing procedure, except that any revisions thereto. Landlord shall have only 10 days no responsibility or liability whatsoever for any errors or omissions contained in the Space Plan or plans to pass on verify dimensions or conditions, or for the revised plans and specificationsquality, design or compliance with applicable Regulation of any improvements described therein or constructed in accordance therewith. Landlord shall subsequently approve any revised hereby assigns to Tenant all warranties and resubmitted plans guarantees by the Space Planner or the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and specifications which eliminateTenant hereby waives all claims against Landlord relating to, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements arising out of the Building as aforesaiddesign or construction of, the Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workImprovements.

Plans and Specifications. In Tenant shall submit to Landlord within fifteen (15) days after the case date of Subsequent Alterations this Amendment space plan(s) and Improvements which will either other information (acollectively, the "Space Plan") cost more than $100,000 necessary or required by Landlord to construct or complete the initial plans and specifications (bthe "Initial Construction Documents") connect to or otherwise materially affect for the heating, ventilating, air conditioning, plumbing, electrical or similar systems construction of the tenant finish in the Building or any structural elements thereofExpansion Premises. Landlord’s Architect, Entos Design, shall prepare and submit the Initial Construction Documents to Tenant for Tenant's approval as soon as practical after receiving the Space Plan. Within ten (10) business days after receipt of the Initial Construction Documents, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofa notice either approving or disapproving them. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its Any disapproval notice must specify in reasonable detail the respects reasons for the disapproval. If Tenant requests any changes in which such plans the Initial Construction Documents that vary from the Space Plan, the redrawing costs will be at Tenant's expense, subject to application of any available portion of the Allowance. If Landlord does not receive a notice from Tenant disapproving the Initial Construction Documents within the ten (10) business day period, Landlord shall send a second and specifications are not satisfactory. final notice (“Final Notice”) and Tenant shall have three (3) days following the Final Notice to respond in writing whether it approves or disapproves the Initial Construction Documents. If Tenant does not respond within the three (3) day period, then revise such plans and specifications Tenant is deemed to eliminateapprove the Initial Construction Documents. Any redrawing of or changes in the Initial Construction Documents requested by Tenant after Tenant's initial approval is at Tenant's expense, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications subject to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve application of any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements available portion of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workAllowance.

Plans and Specifications. In As soon as reasonably practicable following the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofEffective Date, Tenant shall have prepared engage properly licensed architects, civil engineers and deliver any other engineers or consultants necessary and appropriate to Landlord reasonably detailed plans design, construct and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to install the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactoryWaterford I Additional Improvements. Tenant shall then revise proceed, at Tenant’s sole cost and expense (subject to reimbursement from the Waterford I TI Allowance), to prepare a draft of the improvements that Tenant desires to perform to the Waterford I Premises and shall deliver a complete copy of such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised draft plans and specifications to Landlord for Landlord’s review and written approval. Landlord shall review the draft plans and specifications and shall notify Tenant within seven (7) business days after Landlord’s receipt of the same as to whether Landlord approves the draft plans and specifications; if Landlord does not approve the draft plans and specifications, such notice from Landlord to Tenant shall provide Landlord’s specific and detailed comments and suggestions which, if incorporated in accordance the draft plans and specifications, would render the draft plans and specifications acceptable to Landlord. Landlord and Tenant shall cooperate with one another in good faith to reach agreement regarding the foregoing proceduredraft plans and specifications as soon as reasonably practicable using good faith and diligent efforts; provided, except that Landlord shall only have only 10 five (5) business days to pass on the revised plans review and specifications. Landlord shall subsequently approve any revised plans or specifications, and resubmitted should Landlord fail to respond within such five (5) business day period, such plans and specifications which eliminateshall be deemed approved. The final, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of mutually approved plans and specifications for are referred to herein as the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work“Waterford I Improvement Plans.” The work which is described on such Waterford I Improvement Plans is referred to herein as the “Waterford I Additional Improvements.”

Plans and Specifications. In A. Tenant shall employ the case following persons (“Consultants”) for preparation of Subsequent Alterations the necessary architectural, mechanical and Improvements electrical plans, drawings and specifications pertaining to the construction work which will Tenant intends to perform in the Premises in connection with Tenant’s initial occupancy (the “Work”): Architectural Working Drawings—▇▇▇▇▇▇ ▇▇▇▇▇▇ Architects Electrical Working Drawings—R & W Engineering Structural Engineer—▇▇▇ ▇▇▇▇▇▇ or such other consultants designated by Tenant from time to time, with the approval of Landlord, which shall not be unreasonably withheld or delayed. Tenant, at its expense, shall furnish Landlord with architectural and design plans and specifications (the “Tenant’s Plans”) prepared first in preliminary form (“Preliminary Plans”), and thereafter in working form (“Working Drawings”), and covering the Work. Tenant shall pay all costs and expenses relating to Tenant’s Plans. All Tenant’s Plans shall meet the requirements set forth in Schedule I. B. Upon submittal of any portion of Tenant’s Plans, Landlord shall review Tenant’s Plans and shall either approve Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within five (a5) cost more than $100,000 business days after Landlord’s receipt of the Tenant’s Plans; provided, however, Landlord shall have ten (10) business days to construct advise Tenant of its approval or (b) connect comments on any portion of Tenant’s plans that require material changes to the roof or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in structure of the Building or to electrical, life safety, plumbing or mechanical building systems. In the event that Landlord shall disapprove of any structural elements portion of Tenant’s Plans, Tenant shall have five (5) business days after Landlord’s notification of its disapproval to revise Tenant’s Plans and resubmit them to Landlord. In the event Landlord fails to approve or disapprove Tenant’s Plans or any changes Initials ▇-▇ thereto within the time period set forth above, and if such failure continues thereafter for five (5) business days after Landlord’s receipt of notice from Tenant requesting action on Tenant’s Plans, Tenant’s Plans or the changes shall be deemed to be approved. C. After approval of Tenant’s Plans or any portion thereof, Tenant shall not in any way modify, revise or change such Plans without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s Plans or preparing new plans, shall be borne by Tenant and any delay occasioned thereby shall not delay the Commencement Date. D. Except for such matters, if any, as shall have prepared been required by Landlord and not requested by Tenant, it shall be Tenant’s responsibility that the Plans comply with all applicable governmental and municipal codes and regulations and to procure and deliver to Landlord reasonably detailed plans upon request all such licenses, permits and specifications for such alterations approvals from all governmental authorities as are necessary to permit the Work to be commenced and improvements prepared continued to completion and the so constructed Premises to be occupied. E. Landlord has expressly approved the construction of an internal stairwell between the 14th and 15th floors. Landlord acknowledges and agrees that all future architectural work will be completed by registered professional architects and engineersTenant’s architect, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Architects, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to any fees will be paid from the Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workImprovement Allowance.

Plans and Specifications. 2.1 Tenant shall prepare, at Tenant’s sole cost and expense, subject to the Allowance and the Tenant’s Plan Allowance (as hereinafter defined), and in accordance with the requirements set forth in Schedule III attached hereto, all architectural, mechanical, and electrical plans and specifications relating to the construction of the Landlord’s Work and the Entrance Work (collectively, the “Tenant’s Plans”), first in preliminary form (collectively, the “Preliminary Plans”), and thereafter in working form (collectively, the “Working Drawings”), which Tenant’s Plans shall be furnished to Landlord for Landlord’s review and approval and which Preliminary Plans shall be delivered to Landlord on or before May 1, 2014. Tenant shall hire ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates (“SGA”) for the preparation of Tenant’s Plans. 2.2 Upon submittal of any portion of the Tenant’s Plans, Landlord shall review the Tenant’s Plans and shall either approve the Tenant’s Plans or advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Landlord based on the exercise of Landlord’s reasonable discretion. Landlord shall advise Tenant of its approval or comments on the Tenant’s Plans within ten (10) business days after Landlord’s receipt of the Tenant’s Plans. In the case event that Landlord shall disapprove of Subsequent Alterations any portion of the Tenant’s Plans, Tenant shall have five (5) business days after Landlord’s notification of its disapproval to revise the Tenant’s Plans and Improvements which will either (a) cost more than $100,000 resubmit them to construct Landlord. In the event Landlord fails to approve or (b) connect to or otherwise materially affect disapprove the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building Tenant’s Plans or any structural elements changes thereto within the time period set forth above, and if such failure continues thereafter for five (5) business days after Landlord’s receipt of notice from Tenant requesting action on the Tenant’s Plans, the Tenant’s Plans or the changes shall be deemed to be approved. 2.3 After approval of the Tenant’s Plans or any portion thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for not in any way modify, revise or change such alterations and improvements prepared by registered professional architects and engineersTenant’s Plans without the prior written consent of Landlord, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval which consent shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval conditioned or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvaldelayed. If Landlord fails to give Tenant approves such request, the aforesaid notice within said 20 daysentire cost of such change, Landlord including, without limitation, the cost of revising the Tenant’s Plans or preparing new plans, shall be deemed to have approved borne by Tenant and any delay occasioned thereby shall not delay the Commencement Date. All Work shall be performed by Landlord (or its Contractor (as hereinafter defined) or such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord Contractor’s subcontractors) in accordance with the foregoing procedureTenant’s Plans, except and there shall be no material change orders to the Work that materially deviate from the Tenant’s Plans without Tenant’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed. 2.4 It shall be Tenant’s responsibility that the Tenant’s Plans comply with all applicable governmental and municipal laws, codes and regulations. Landlord shall ensure that the Base Building Work complies with all applicable governmental and municipal laws, codes and regulations. 2.5 Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord hereby agrees to pay to Tenant toward the cost of the preparation of Tenant’s Plans an amount equal to the lesser of: (a) the actual cost of the preparation of Tenant’s Plans; or (b) Eleven Thousand Four Hundred Thirteen and 84/100 Dollars ($11,413.84) (the “Tenant’s Plan Allowance”). Within thirty (30) days following Landlord’s receipt of Tenant’s request, Landlord shall pay to Tenant the Tenant’s Plan Allowance; provided, that, Landlord shall have only 10 days finally approved Tenant’s Plans and Tenant has submitted documentation reasonably satisfactory to pass on Landlord evidencing the revised plans cost of such Tenant’s Plans. Tenant hereby acknowledges and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct agrees that in the unsatisfactory items in reasonably appropriate fashion. In event that the case cost of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements Tenant’s Plans exceeds the amount of the Building as aforesaidTenant’s Plan Allowance, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications solely responsible for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workamount of such excess.

Plans and Specifications. In Other than Landlord's Work, all work in and to the case Premises that shall be necessary or desirable in order to prepare the same for Tenant's use and occupancy ("TENANT'S WORK") shall be performed by Tenant at its sole cost and expense (except to the extent that all or a portion of Subsequent Alterations the same is to be reimbursed to Tenant through the Landlord Contribution as and Improvements which will either when hereinafter provided). Within thirty (30) days after the latest to occur of: (a) cost more than $100,000 to construct or the Commencement Date; (b) connect the date upon which Landlord delivers to or otherwise materially affect Tenant a complete set of plans for the heatingBuilding, ventilatingshowing the Premises as the same will be constituted after the completion of Landlord's Work, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared form and deliver having content sufficient to Landlord reasonably detailed permit Tenant's architect to begin to prepare its preliminary plans and specifications for Tenant's Work based thereon; and (c) the date upon which Tenant receives a signed, original copy of the Asbestos Certificate, Tenant shall prepare or cause to be prepared preliminary plans and specifications for Tenant's Work and shall submit the same to Landlord for approval, such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofnot to be unreasonably withheld. Landlord shall have a period of fifteen (15) days within which to either approve or disapprove such plans and specifications by written notice back or to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval make comments or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approvalchanges thereon. If Landlord fails does not respond to give Tenant the aforesaid notice Tenant's submission of plans and specifications within said 20 dayssuch fifteen (15)-day period, Landlord shall be deemed to have approved such the same. Within sixty (60) days after Landlord's approval of Tenant's preliminary plans, Tenant shall prepare and submit to Landlord for its approval (not to be unreasonably withheld) final plans and specificationsspecifications for Tenant's Work. If Landlord does not respond to Tenant's submission of final plans and specifications within fifteen (15) days after they have been provided to Landlord, Landlord shall be deemed to have approved the same. In the event Landlord disapproves any submission of Tenant pursuant to the terms hereof, Landlord shall simultaneously with such disapproval give Tenant detailed reasons therefor and the parties shall diligently attempt to resolve all outstanding matters as soon as possible, PROVIDED, HOWEVER, that in the event the parties are unable to agree upon same within one hundred twenty (120) days after the commencement of such dispute, either party shall have the right, upon notice to the other, to terminate the Lease, and neither party shall thereafter have any further obligation or liability to the other. The final plans and specifications, Landlord shall when approved by Landlord, are referred to in its disapproval notice specify in reasonable detail this Lease as the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing work"FINAL PLANS."

Plans and Specifications. In Tenant shall cause the case construction of Subsequent Alterations and Improvements which will either tenant improvements within the Expansion Space (a"Tenant Improvements"), all in accordance with the provisions set forth below. Within five (5) cost more than $100,000 to construct or (b) connect to or otherwise materially affect days after its execution of the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereofAmendment, Tenant shall have prepared and deliver to Landlord reasonably detailed preliminary plans ("Preliminary Plans"), to be utilized in the preparation of final working drawings and specifications for such alterations the Tenant Improvements. Promptly (but in no event less than five (5) business days) after its receipt of the Preliminary Plans, Landlord shall return the same to Tenant marked and improvements prepared accompanied by registered professional architects comments and engineers, and obtain Landlord's written required revisions. Within five (5) days thereafter, Tenant shall submit two (2) sets of revised Preliminary Plans, revised to reflect and conform to Landlord's comments and requirements, to Landlord for its final review and approval. Within five (5) days following Landlord's approval thereofof the Preliminary Plans, Tenant shall cause its architect to prepare and submit two (2) copies of working drawings and specifications ("Working Plans") to Landlord for its review and approval. Landlord shall approve or disapprove such plans and specifications by written notice back to advise Tenant within 20 days promptly after TenantLandlord's submittal receipt of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval Working Plans of any Mortgagee if required under its Mortgage revisions. Within five (5) days thereafter, Tenant shall submit two (2) copies of the Premises (which Mortgagee's approval or denial shall be determinative). revised Working Plans to Landlord shall make reasonable for its final review and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant Concurrently with the aforesaid notice within said 20 daysabove review and approval process, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such submit all plans and specifications to eliminate, upgrade or correct, the City of Cupertino ("City") and other applicable governmental agencies to obtain governmental approvals and issuance of necessary permits and licenses to construct the Tenant Improvements as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass shown on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workWorking Plans.

Plans and Specifications. In If Landlord fails to respond during such four (4) day period, Landlord shall automatically be deemed to have approved Tenant’s proposed changes to the case of Subsequent Alterations Final Phase I Plans and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heatingSpecifications. Landlord, ventilatingacting reasonably and in good faith, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed seven (7) days from Tenant’s delivery of the final plans and specifications for such alterations the Phases (other than Phase I) of Landlord’s Work (the “Final Remaining Phases Plans and improvements prepared by registered professional architects and engineersSpecifications”) to advise Tenant, and obtain Landlord's written approval thereof. in writing, as to whether or not Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject desires any changes to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable Final Remaining Phases Plans and diligent efforts to obtain any required Mortgagee's approvalSpecifications. If Landlord fails to give Tenant the aforesaid notice within said 20 daysrespond during such seven (7) day period, Landlord shall automatically be deemed to have approved such plans the Final Remaining Phases Plans and specificationsSpecifications. Tenant, acting reasonably and in good faith, shall have four (4) business days from Landlord’s delivery of Landlord’s response to advise Landlord, in writing, as to whether or not Tenant desires any changes to Landlord’s proposed changes to the Final Remaining Phases Plans and Specifications. If Tenant fails to respond during such four (4) business day period, Tenant shall automatically be deemed to have approved Landlord’s proposed changes to the Final Remaining Phases Plans and Specifications. Within seven (7) business days after the Final Remaining Phases Plans and Specifications have been finally approved (or deemed approved) by Landlord disapproves of such plans and specificationsTenant, Landlord shall in its disapproval notice specify in reasonable detail submit such Final Remaining Phases Plans and Specifications to the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord contractors for bidding purposes in accordance with the foregoing procedureprovisions set forth below. The Final Phase I Plans and Specifications and the Final Remaining Phases Plans and Specifications, except that shall sometimes collectively be referred to as the “Final Plans and Specifications.” In the essence of time, Landlord shall hire DSS Corporation as the general contract for Landlord Work. DSS Corporation agrees to competitively bid the work to all subcontractors and open-book all bids for Tenant and Landlord review and selection. DSS Corporation shall receive a “cost plus 5%” fee. Tenant shall have only 10 days the opportunity to pass on review and provide input concerning the revised plans subcontractor bids, which Tenant agrees to do in a timely and specificationsgood faith manner. Landlord shall subsequently approve any revised Tenant acknowledges and resubmitted plans and specifications which eliminateagrees that Tenant Delay Factors, upgrade or correct the unsatisfactory items as defined in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements paragraph 4 of the Building as aforesaidLease, Tenant shall not be required include, without limitation, any delays resulting from (i) change orders to obtain Landlord's prior written approval of the Final Phase I Plans and Specifications or subsequent approved plans and specifications for the proposed workremaining phases of construction, but requested by Tenant or by those acting for or under the direction of Tenant; (ii) the performance or completion by Tenant, or any entity or person employed by Tenant, of any work in or about the Premises; (iii) the failure of Tenant to supply adequate information to Landlord to prepare the Final Phase I Plans and Specifications by March 13, 2007; or (iv) the failure of Landlord and Tenant to mutually agree on the Final Phase I Plans and Specifications or subsequent plans and specifications for the remaining phases of construction in a timely manner, provided that in each such instance Landlord first gives Tenant two (2) business days notice that if Tenant does not so cure its act or omission the same will thereafter be considered a Tenant Delay Factor. Except to the extent expressly provided in the Lease, Landlord shall provide have no liability or obligation whatsoever to remedy, replace or correct any alleged defects and deficiencies in Landlord’s Work; provided, however, that Landlord specifically warrants that (i) all loading doors will be properly operational for three (3) months after the Commencement Date, absent any negligence of Tenant, and (ii) Landlord shall throughout the term of this Lease (as same may be extended) be responsible for repairing any latent defects in the Improvements at Landlord’s sole cost. Landlord shall, to the extent permitted by law, assign all warranties associated with the Premises to, and cooperate with, Tenant in the enforcement of any express warranties or guarantees of workmanship or materials given by any contractors, subcontractors, architects, draftsmen, or materialmen relative to Landlord’s Work, the roof or any relevant Building systems. Notwithstanding anything to the contrary contained herein or in the Lease, Landlord shall not be responsible, to any extent whatsoever, for the repair, remediation or correction of any alleged deficiencies or defects in any materials and workmanship in and concerning Landlord’s Work to the extent that the existence or occurrence of such defects or deficiencies are the result of, or due to, any negligent, willful or intentional or other acts or omissions of Tenant, its agents, employees, contractors, subcontractors, representatives or invitees. Tenant may not conduct any activities on the Premises that would have the effect of rendering any relevant warranties related to the performance of Landlord’s Work void (unless previously approved by the Landlord), and if Tenant does conduct any such activities and renders any relevant warranty void, Landlord will no longer have any obligations under the terms of the Lease with respect to the component, element or feature of the Improvements that the warranty voided by Tenant’s activities had previously covered. Except as otherwise provided in this Lease, at no time during the Lease term (as same may be extended pursuant to any renewal option, if any) shall Tenant have any right, of any nature whatsoever, to withhold the timely payment of any rental due under the Lease as a result of, or due to, or because of, any alleged breaches by Landlord under the Lease or the alleged existence of any defects or deficiencies in the Improvements. Landlord shall obtain all applicable licenses, permits and approvals to complete the Tenant Improvements in accordance with all applicable laws. Landlord shall give Tenant estimates of the schedule for completion of each Phase of the Improvements and thirty (30) days prior written notice of the anticipated date each Phase of the Premises will be ready for occupancy. Within thirty (30) days following the Commencement Date, and thereafter within thirty (30) days following the completion of each remaining Phase, Landlord and Tenant shall mutually conduct a walk-through of the Premises and compile a punch list which sets forth any corrective work to be performed by Landlord with a reasonable description or plans for respect to the Improvements which Landlord's information at least two weeks before commencing work., upon receipt, shall diligently pursue to correct. Landlord represents and warrants to Tenant with respect to each completed Phase, that as of the date each Phase is delivered to Tenant:

Plans and Specifications. In the case of Subsequent Alterations and Improvements which Landlord will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant have the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of Architect deliver initial proposed plans and specifications for the Tenant Improvement Work to Tenant by November 30, 2012. Tenant will cooperate fully with Landlord and the Architect in preparing the proposed workplans and specifications in order to complete them as soon as is reasonably practicable. Tenant will approve or disapprove each set of proposed plans and specifications as soon as is reasonably practicable, but shall provide in any case within 10 business days after Landlord with delivers them. Tenant acknowledges that if a reasonable description or final permit set of plans for the Phase 1 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City for permits by December 15, 2012, Landlord will not be to deliver the Phase 1 Premises by March 1, 2013. Similarly, Tenant acknowledges that Landlord will not be able to deliver the Phase 2 Premises by July 1, 2013 if: (i) Architect is not able to deliver to Landlord and Tenant for approval an initial design development package of plans for the Connector Warm Shell Work and the Phase 2 Tenant Improvements by November 30, 2012, (ii) the final permit set of plans for the Connector Warm Shell Work is not approved by Landlord and Tenant and ready to submit to the City for permits by January 2, 2013, (iii) the final permit set of plans for the Phase 2 Tenant Improvements is not approved by Landlord and Tenant and ready to submit to the City by January 15, 2013. Landlord and Tenant agree to make all reasonable efforts to meet these dates. The plans and specifications that Landlord and Tenant approve for the Tenant Improvement Work are the “Approved Tenant Improvement Plans ”. Landlord's information at least two weeks before commencing ’s and Tenant’s review and approval of the plans and specifications for the Tenant Improvement Work is not an agreement or confirmation by either party that the Approved Tenant Improvement Plans or the Tenant Improvements are fit for any particular purpose. Landlord agrees to pay for Tenant’s space planning meetings with Architect for up to $10,000 worth of planning work; this cost is in addition to the Allowance. All other space planning and architectural costs are part of the Tenant Improvement Costs.

Plans and Specifications. In Landlord agrees to prepare the case initial plans and specifications (the "Initial Plans") for the completion of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems a dividing wall in the Building large open area shown generally on Schedule "1" attached hereto and made a part hereof to provide for an office for the medical director and his secretary, which improvements are hereinafter referred to as the "Tenant Finish", and to submit the Initial Plans to Tenant for Tenant's approval as soon as practical after receiving Tenant's construction requirements, which construction requirements shall be submitted to Landlord within ten (10) days after the date of this Lease. Tenant shall, within fifteen (15) days after receipt of such Initial Plans from Landlord, either approve or disapprove the sane: provided, however, that should tenant request any structural elements thereofchanges in the Initial Plans which vary from Tenant's original requirements, any redrawing of such Initial Plans shall be accomplished at Tenant's sole cost and expense. If Tenant disapproves the same, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such approval shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in reasons for any such disapproval. Any redrawing of the Initial Plans or changes therein occasioned by Tenant necessitated because of objections which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications contrary to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications Tenant's original requirements submitted to Landlord in accordance with and/or after Tenant's initial approval shall be accomplished at Tenant's sole cost and expense. The cost of such redrawing shall be paid by Tenant as additional rent hereunder within ten (10) days after tenant's receipt of Landlord's written demand therefor. Failure of Tenant to respond within the foregoing procedureaforesaid fifteen (15) day period shall be deemed to be approval of such Initial Plans. In the event the Initial Plans have not been approved by Landlord and Tenant within sixty (60) days from the date of this Lease, except that Landlord shall have only 10 days the right to pass on cancel and terminate this Lease. The Initial Plans which are approved as aforesaid are hereinafter referred to as the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant shall not be required to obtain Landlord's prior written approval of plans and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workPlans'.

Plans and Specifications. In the case of Subsequent Alterations and Improvements which will either (a) cost more than $100,000 Within 90 days of the date hereof, Landlord shall deliver to construct or Tenant for Tenant’s approval (bi) connect to or otherwise materially affect structural steel and foundation drawings including plans for site work in developing Parcels 12 and 13, and (ii) design development plans for the heatingBuildings (collectively, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, “Preliminary Design Development Plans”). Tenant shall have prepared and deliver to notify Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 14 days after Tenant's submittal receipt of such plans and specificationsPreliminary Design Development Plans of Tenant’s approval or disapproval of same. Such approval shall not be unreasonably withheld. Such approval shallShould Tenant disapprove, howeverTenant shall provide its reasons therefore, be subject and Landlord and Tenant shall work together in good faith to modify the corresponding approval of any Mortgagee if required under its Mortgage of Preliminary Design Development Plans to address Tenant’s concerns and requirements. In the Premises (which Mortgagee's approval or denial shall be determinative). Landlord shall make reasonable and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give event Tenant the aforesaid notice does not respond within said 20 14 days, Landlord Tenant shall be deemed to have approved such plans and specificationsthe same. If Landlord disapproves of such plans and specificationsNotwithstanding the foregoing, but subject to the following two sentences, Landlord shall not be obligated to make changes to the Preliminary Design Development Plans that would result in an increase in the scope of the Landlord’s Work as outlined on Exhibits B and B-1. Landlord and Tenant acknowledge that Exhibit B is, in certain respects, conceptual in nature and accordingly may not fully describe with specificity all elements of Landlord’s Work intended to be covered by Exhibit B. In that regard, a change to the Preliminary Design Development Plans suggested by Tenant will not be deemed an increase in the scope of Landlord’s Work if the intent thereof is to clarify a construction detail reasonably suggested by Exhibit B. The Preliminary Design Development Plans as approved by Tenant (or deemed approved, as set forth above), shall be referred to herein as the “Final Design Development Plans.” (b) Within 90 days after the Final Design Development Plans have been agreed upon and as long as Tenant has delivered its disapproval notice specify space plan within the time required by Section 4(a) of the Work Agreement, Landlord shall submit to Tenant for Tenant’s approval, detailed plans, working drawings and detailed specifications for the Landlord Work (including all architectural, engineering, mechanical and electrical drawings, and including plans for landscaping and any other on-site work not reflected in reasonable detail the respects plans approved under subsection (a) above, relating to the development of Parcels 12 and 13 and the construction of the Buildings) (the “Proposed Construction Plans”), at Landlord’s sole cost and expense, to be in which such plans and specifications are conformity with the Final Design Development Plans. The Proposed Construction Plans shall not satisfactorycover the Tenant Improvement Work described below. Tenant shall then revise such plans notify Landlord within 14 days after receipt of the Proposed Construction Plans of Tenant’s approval or disapproval of same. Such approval shall not be unreasonably withheld. Should Tenant disapprove, Tenant shall provide its reasons therefore and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days change or modify the Proposed Construction Plans to pass on address Tenant’s comments. Notwithstanding the revised plans and specifications. foregoing, Landlord shall subsequently approve not be obligated to make any revised and resubmitted plans and specifications which eliminate, upgrade changes or correct modifications to the unsatisfactory items Proposed Construction Plans requested by Tenant that increase the scope of the Landlord’s Work outlined in reasonably appropriate fashionthe Final Design Development Plans. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will event Tenant does not connect to or materially affect any systems or structural elements of the Building as aforesaidrespond within said 14 days, Tenant shall not be required deemed to obtain Landlord's prior written approval have approved the same. Once the Proposed Construction Plans have been approved by Tenant (or deemed approved), a copy or a list of the mutually approved plans and specifications for the proposed workLandlord Work shall become part of this Lease (the “Final Construction Plans”). (c) Approval of the Final Construction Plans shall not be deemed to be an agreement that they are in compliance with law nor shall such approval impose any liability on Tenant, it being agreed that Landlord has responsibility for compliance with all building codes and other applicable laws and requirements as they relate to the Landlord Work. No material changes from the Final Construction Plans shall be incorporated without the prior written approval of Tenant. A “material change” is a change to the Final Construction Plans that will (i) lessen the quality of materials or equipment used in construction of the Buildings, (ii) change or alter the configuration of the Buildings, the Premises’ interior or the materials or appearance of the Buildings’ exterior, or (iii) have an adverse effect on the operation of the utilities or systems that will service the Premises. (d) In the event that after the Final Construction Plans are approved, Tenant requests changes thereto that will result in an increase in cost to Landlord of constructing the Landlord Work (a “Change Order Request”), then Landlord shall provide Tenant with a detailed estimate of the increase in cost (including, without limitation, architectural, engineering, and construction contractor’s fees) and Tenant may either, at Tenant’s option (i) revise Tenant’s request to reduce or eliminate such increase in costs, or (ii) pay such increase, in which event Tenant and Landlord shall agree upon the method by which such increase shall be paid. Tenant and Landlord agree that all work constituting a Change Order will include a fee of **** to Landlord’s general contractor for profit and overhead. (e) The following additional terms and conditions apply to all Change Order Requests: (i) in addition to any increase in cost, Landlord shall also advise Tenant of the number of days of delay, if any, that Landlord reasonably believes implementation of the Change Order Request will cause to the Commencement Date (a “Change Order Delay”), and by signing any Change Order (as defined below), Tenant will be deemed to have agreed that, notwithstanding any provision in this Lease to the contrary, the Commencement Date will be deemed to have occurred on the date it would have occurred, but for the aggregate number of days of Change Order Delays; (ii) in no event shall provide Landlord be obligated to implement any Change Order Request if such Change Order Request, by itself or taken together with all previous Change Orders, will result in more than 30 days of Change Order Delay or will result in a reasonable description or plans net increase in **** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commission. the cost of the Landlord Work greater than (****) and Tenant will not agree to pay such increased cost as and when it is incurred by Landlord's information at least two weeks before commencing work; (iii) in no event shall Landlord be obligated to implement any Change Order Request until Tenant has delivered to Landlord a written change order (“Change Order”), in form and substance reasonably prescribed by Landlord, setting forth, inter alia, the increase in cost attributable to the Change Order Request and the number of days of Change Order Delay, and if such Change Order is not delivered to Landlord within 5 business days of presentation to Tenant, then Tenant shall be conclusively deemed to have withdrawn its request for that particular Change Order Request; and (iv) Tenant’s obligation to pay for any increased cost of the Landlord Work caused by Change Orders shall specifically survive termination of this Lease.

Plans and Specifications. In 1.1.1 Tenant shall employ professionals reasonably satisfactory to Landlord for preparation of the case of Subsequent Alterations necessary architectural, mechanical and Improvements electrical plans, drawings and specifications pertaining to the construction work which will either (a) cost more than $100,000 Tenant intends to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems perform in the Building or any structural elements thereofPremises following the Effective Date (“Tenant’s Extended Term Work”). Tenant, Tenant at its expense, shall have prepared furnish Landlord with architectural and deliver to Landlord reasonably detailed design plans and specifications for such alterations and improvements (“Tenant’s TI Plans”) prepared by registered professional architects and engineersfirst in preliminary form (“Preliminary TI Plans”), and obtain thereafter in working form (“Working TI Drawings”), and covering the Tenant’s Extended Term Work. Tenant shall pay all costs and expenses relating to Tenant’s TI Plans (subject to Landlord's written approval thereof’s obligations with respect to the Second Amendment TI Allowance (as defined below)). All Tenant’s TI Plans shall meet the requirements set forth in Schedule II to Exhibit B of the Lease. 1.1.2 Upon submittal of any portion of Tenant’s TI Plans, Landlord shall review Tenant’s TI Plans and shall either approve Tenant’s TI Plans or disapprove such plans and specifications by written notice back advise Tenant in writing of any aspect of the design, engineering, construction or installation which is not acceptable to Tenant within 20 days after Landlord. Landlord’s approval of Tenant's submittal of such plans and specifications. Such approval ’s TI Plans shall not be unreasonably withheld. Such approval shall, however, be subject to the corresponding approval of any Mortgagee if required under its Mortgage of the Premises (which Mortgagee's approval conditioned or denial shall be determinative)delayed. Landlord shall make reasonable advise Tenant of its approval or comments on the Tenant’s TI Plans within ten (10) business days after Landlord’s receipt of the Tenant’s TI Plans. In the event that Landlord shall disapprove of any portion of Tenant’s TI Plans, Tenant shall have fifteen (15) business days after Landlord’s notification of its disapproval to revise Tenant’s TI Plans and diligent efforts resubmit them to obtain any required Mortgagee's approvalLandlord. If In the event Landlord fails to give approve or disapprove Tenant’s TI Plans or any changes thereto within the time period set forth above, and if such failure continues thereafter for five (5) business days after Landlord’s receipt of a second notice from Tenant requesting action on Tenant’s TI Plans, Tenant’s TI Plans or the aforesaid notice within said 20 days, Landlord changes shall be deemed to have approved such plans and specifications. If Landlord disapproves be approved. 1.1.3 After approval of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade Tenant’s TI Plans or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaidportion thereof, Tenant shall not be required to obtain Landlord's materially modify, revise or change such Tenant’s TI Plans without the prior written approval consent of plans Landlord, not to be unreasonably withheld, conditioned or delayed. If Landlord approves such request, the entire cost of such change, including the cost of revising Tenant’s TI Plans or preparing new plans, shall be borne by Tenant (subject to Landlord’s obligations with respect to the Second Amendment TI Allowance (as defined below)). 1.1.4 Except for such matters, if any, as shall have been required by Landlord and specifications for not requested by Tenant, it shall be Tenant’s responsibility that the proposed workTenant’s TI Plans comply with all applicable governmental and municipal codes and regulations and to procure and deliver to Landlord upon written request all such licenses, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workpermits and approvals from all governmental authorities as are necessary to permit the Tenant’s Extended Term Work to be commenced and continued to completion.

Plans and Specifications. In Before the case Lease reference date, Landlord has caused TEF Architecture and Interior Design, Inc. (“Architect”) to prepare and submit to City for its approval a space plan for the Leasehold Improvements based on City’s program requirements for use of Subsequent Alterations the Premises. City hereby approves the space plan dated , 2017 (the “Approved Space Plan”) attached hereto as Exhibit F. Immediately following the Effective Date of this Lease (as defined in Immediately following City’s approval (or deemed approval) of the Pricing Plans, based on the approved Pricing Plans and any adjustments authorized by City, Landlord shall cause final plans, specifications and working drawings for the Leasehold Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect be prepared, in conformity with the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have prepared and deliver to Landlord reasonably detailed plans and specifications for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written approval thereofrequirements hereof. Landlord shall approve or disapprove use commercially reasonable efforts to submit a copy of such plans final plans, specifications and specifications by written notice back working drawings in sufficient detail to Tenant define the work (the “Construction Drawings”) to City within 20 sixty (60) days after Tenant's submittal the City’s approval of such plans and specificationsPricing Plans. Such The Construction Drawings shall be subject to City’s approval, which approval shall not be unreasonably withheld. Such approval shall, however, be subject City shall have ten (10) business days to the corresponding approval of any Mortgagee if required under its Mortgage review and either approve of the Premises (which Mortgagee's approval Construction Drawings or denial shall be determinative). provide Landlord shall make reasonable and diligent efforts with the revisions that City reasonably requires in order to obtain any required Mortgagee's City’s approval. If Landlord the City fails to give Tenant approve or disapprove the aforesaid notice Construction Drawings within said 20 dayssuch ten-day period, the Construction Drawings shall be deemed approved. As soon as reasonably possible and no later than ten (10) business days thereafter, Landlord shall be deemed submit to have approved such plans and specificationsCity revised Construction Drawings that incorporate the revisions required by City. If Landlord disapproves of such plans and specifications, Landlord shall in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance with the foregoing procedure, except that Landlord City shall have only 10 five (5) business days to pass on review and approve the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications revisions to the Construction Drawings (which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements of the Building as aforesaid, Tenant approval shall not be required unreasonably withheld). If the City fails to obtain Landlord's prior written approval of plans and specifications for approve or disapprove the proposed workrevisions to the Construction Drawings within such five-day period, but the revisions to the Construction Drawings shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workbe deemed approved. The final Construction Drawings approved by City shall be referred to as the “Construction Documents.”

Plans and Specifications. In Annexed hereto as Exhibit C-1 is a matrix showing the case elements of Subsequent Alterations Landlord's Work and Improvements which will either (a) cost more than $100,000 to construct or (b) connect to or otherwise materially affect the heating, ventilating, air conditioning, plumbing, electrical or similar systems in the Building or any structural elements thereof, Tenant shall have ▇▇▇▇▇▇'s Work. ▇▇▇▇▇▇▇▇ has prepared and delivered to Tenant Landlord's plans and specifications ("Landlord's Plans and Specifications") for Landlord's Work. The same have been approved by Tenant. All of Landlord's Work shall be performed in accordance with Landlord's Plans and Specifications. ▇▇▇▇▇▇ agrees to deliver to Landlord reasonably detailed by April 1, 2002 schematic and design plans (herein called "Schematic Tenant Plans") for the work to be undertaken to prepare the Premises for Tenant's use and specifications occupancy by ▇▇▇▇▇▇ (the "Tenant Work") for such alterations and improvements prepared by registered professional architects and engineers, and obtain Landlord's written review and approval thereof. Landlord shall approve or disapprove such plans and specifications by written notice back to Tenant within 20 days after Tenant's submittal of such plans and specifications. Such which approval shall not be unreasonably withheld, conditioned or delayed. Such Landlord shall cooperate reasonably with Tenant and its architect in connection with the preparation of the Schematic Tenant Plans, including, without limitation, providing copies of the Landlord's Plans and Specifications and any other information relating to the Building and the Landlord's Work as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building and the Lot to take measurements and to perform inspections. Any submittal to Landlord which is not responded to by Landlord in writing within fifteen (15) business days of receipt of the same (and with respect to any revised submittal, within five (5) business days of receipt of the same) shall be deemed approved provided that the submittal contains a statement at a prominent location and in bold type to the following effect: "If you do not respond to this submittal in writing within fifteen (15) business days [or five (5) business days, as applicable], this submittal shall be deemed approved." Tenant shall deliver to Landlord within the later of (i) April 1, 2002 or (ii) ninety (90) days after Landlord has approved Tenant's approved Schematic Tenant Plans, construction drawings (herein called "Initial Tenant Plans") for the Tenant Work for Landlord's review and approval, which approval shallshall not be unreasonably withheld, conditioned or delayed; provided, however, be subject to the corresponding approval of Landlord may not disapprove any Mortgagee if required under its Mortgage of the Premises (which Mortgageematter that is consistent with Tenant's approval or denial shall be determinative)approved Schematic Tenant Plans. Landlord shall make reasonable cooperate reasonably with Tenant and diligent efforts to obtain any required Mortgagee's approval. If Landlord fails to give Tenant the aforesaid notice within said 20 days, Landlord shall be deemed to have approved such plans and specifications. If Landlord disapproves of such plans and specifications, Landlord shall its architect in its disapproval notice specify in reasonable detail the respects in which such plans and specifications are not satisfactory. Tenant shall then revise such plans and specifications to eliminate, upgrade or correct, as appropriate, the unsatisfactory items, and resubmit the revised plans and specifications to Landlord in accordance connection with the foregoing procedure, except that Landlord shall have only 10 days to pass on the revised plans and specifications. Landlord shall subsequently approve any revised and resubmitted plans and specifications which eliminate, upgrade or correct the unsatisfactory items in reasonably appropriate fashion. In the case of Subsequent Alterations and Improvements which will cost less than $100,000 to construct or will not connect to or materially affect any systems or structural elements preparation of the Initial Tenant Plans, including, without limitation, providing such information as Tenant or its architect may reasonably request and permitting Tenant or its architect reasonable access to the Building as aforesaid, Tenant shall not be required and the Lot to obtain Landlord's prior written approval of plans take measurements and specifications for the proposed work, but shall provide Landlord with a reasonable description or plans for Landlord's information at least two weeks before commencing workperform inspections.