Common use of Approval Process Clause in Contracts

Approval Process. (a) In the event that Licensee desires to use a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modifications.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, and (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration. (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) Landlord shall have the right to (a) In disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the event that Licensee desires plans and specifications or supplying additional information (which Landlord shall have the right to use request only reasonably if the applicable Alteration constitutes a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth Basic Alteration). Nothing contained in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with 7.3(C) limits the subject line containing a description provisions of the category Section 7.2 hereof or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b7.3(B) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Datehereof. (bD) Written approval Tenant acknowledges that (i) the review of plans or specifications for each use an Alteration by or on behalf of a Licensed Mark must be obtained Landlord, or (ii) the preparation of plans or specifications for each category from the approvers set forth in the chart below an Alteration by Landlord’s architect or engineer (the “Designated Approvers”) in accordance or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modificationsany Requirements or are otherwise adequate or correct.

Approval Process. Landlord shall notify Tenant whether it approves of the submitted Preliminary CDs within (a10) ten business days after Tenant’s submission thereof. If Landlord disapproves of such Preliminary CDs, then Landlord shall notify Tenant thereof specifying in reasonable detail the reasons for such disapproval, in which case Tenant shall, within five (5) business days after such notice, revise such Preliminary CDs in accordance with Landlord’s objections and submit the revised Preliminary CDs to Landlord for review and approval. Landlord shall notify Tenant in writing whether it approves of the resubmitted Preliminary CDs within five (5) business days after its receipt thereof. This process shall be repeated until the Preliminary CDs have been finally approved by Landlord. If Landlord fails to notify Tenant that it disapproves of the initial or any resubmitted Preliminary CDs within ten (10) business days after the receipt thereof, then Landlord shall be deemed to have approved the subject Preliminary CDs in question. Landlord’s approval of the Preliminary CDs shall not be unreasonably withheld or conditioned, provided that (i) they comply with all Applicable Laws, (ii) the improvements depicted thereon do not adversely affect (in the reasonable discretion of Landlord) the Building’s Structure or the Building’s Systems, the exterior appearance of the Building, or the appearance of the Building’s Common Areas, (iii) they are sufficiently detailed to allow construction of the TI Work in a good and workmanlike manner and in compliance with all Applicable Laws, and (iv) the improvements depicted thereon conform to the rules and regulations promulgated from time to time by Landlord for the construction of tenant improvements in the Building. Landlord’s approval of the Preliminary CDs shall not be a representation or warranty of Landlord that such are adequate for any use or comply with any Applicable Laws, but shall merely be the consent of Landlord thereto. In the event that Licensee desires to use a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with Final CDs are not finally determined within fifty (50) days after the subject line containing a description Date of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below Lease (the “Designated ApproversPlans Approval Date”) as a result of delays caused by Tenant or its contractors, each day from and after the Plans Approval Date until the Preliminary CDs are finally approved by Landlord shall be considered a day of “Tenant Delay” to the extent that any continued delay is caused by Tenant or its contractors. As used herein, (i) “Final CDs “ shall mean the Preliminary CDs as finally approved by Landlord, as amended from time to time by any approved changes thereto, (ii) “TI Work” shall mean, collectively, all improvements and alterations to be installed in accordance with or made to the approval procedure set forth in Section 1.2(a). Licensor may modify Premises or the Designated Approvers in Building pursuant to the Final CDs, (iii) “Building Systems” means all mechanical, electrical and life savings systems of the Project including, without limitation, its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modifications.HVAC systems, security systems, plumbing systems, elevator systems, fire safety and prevention

Approval Process. (a) In the event that Licensee desires to use a Licensed MarkA. SPONSOR shall request COUNTY approval in writing, Licensee and must obtain COUNTY’s prior approval for all proposed advertising and Telephone Kiosk design/construction, and such approval shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2not be unreasonably withheld. Licensee SPONSOR shall submit all written requests for approval to Licensor present by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇or other medium requested by the Department and, if unrelated to the design/construction of the Telephone Kiosks as in Section 5.A.2 below, the Chief Lifeguard any type of pictorial presentation as may be necessary for one or both of them to adequately review the SPONSOR’s request(s). The Department and, as applicable, the Chief Lifeguard, shall respond via the same medium either approving or rejecting the request within 3 Business Days. The aforesaid prior approval requirement applies to the following uses of SPONSOR’s rights: 1) Any proposed advertisement to be placed on the Promotional Panels; 2) The design, size, color, and nature of material of the Telephone Kiosk, the hanging mechanisms for attaching the Telephone Kiosk to the Public Telephone, and the illumination (electrical or otherwise) of each Telephone Kiosk location, with the understanding that all approvals for illumination are subject line containing a description to change. B. The SPONSOR agrees that all advertisements to be placed on the Promotional Panels shall be appropriate and in good taste. Such advertisements shall not include political advertising, materials critical of government agencies, advertisements of an indecent, obscene, pornographic or sexually explicit nature, materials advocating the use of illegal substances, tobacco or alcohol products, or for any companies in direct competition with the COUNTY’s exclusive sponsorships on Los Angeles County Beaches as defined by COUNTY in the following categories: (1) automobiles (not including automotive parts sold by companies that are not in competition for automobile sales with COUNTY’s sponsor in this category) (2) bottled water, (3) carbonated beverage and (4) any other exclusive sponsorship granted by the COUNTY on Los Angeles County Beaches, unless such advertising is sold prior to notification to SPONSOR by COUNTY of the category conflicting grant of exclusive sponsorship and subsequently placed in the Promotional Panels up to 6 months after such notification. C. At its sole and reasonable discretion, the COUNTY may reject any and all advertisements proposed for placement on the Promotional Panels which it deems to fail to comport with the requisites of this Agreement, or categories which it deems injurious or harmful to its business, its reputation or public image or prone to impair the public’s confidence in Los Angeles County. In addition, advertisement(s) already approved by the COUNTY may need to be removed from the Promotional Panels by SPONSOR at COUNTY’s direction if there is a negative public reaction against any such advertisement(s). If COUNTY disapproves of an advertisement and SPONSOR so requests, the Director or his designee shall meet with SPONSOR and make a good faith attempt to resolve any disagreement. D. If anything is placed in or upon the Telephone Kiosks, including advertisements on the Promotional Panels, which has not been approved by the COUNTY, then SPONSOR will have 24 hours from COUNTY’s notice to remove any such item(s) from the Telephone Kiosks. If such items are still not removed after expiration of the 24-hour notice, then the COUNTY itself may remove the item(s) from the Telephone Kiosks and the COUNTY may require SPONSOR to reimburse COUNTY for which approval is soughtsuch removal costs. E. The SPONSOR agrees that all advertisements to be placed on the Promotional Panels will be two-dimensional printed materials that do not contain moving parts and shall not provide an audio message or a scent. Licensor Further, such advertisements shall facilitate not entail the routing distribution of such written any samples, fliers, brochures, coupons or other similar materials. F. Any failure by the Department and/or Chief Lifeguard to respond to any of the SPONSOR requests for approval shall not be deemed to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting constitute their approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar daysitem(s), and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (bonly affirmative approval(s) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of Department and/or Chief Lifeguard will constitute such modificationsapproval.

Approval Process. (aA) Tenant shall not perform any Alteration unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s consent as contemplated by this Article 7, and (v) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s consent). (B) Landlord shall have the right to object to a proposed Alteration requiring Landlord’s consent only by giving written notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections, which notice shall be given to Tenant within twenty (20) days after Tenant’s Alterations Notice. In the event that Licensee desires Landlord does not respond within twenty (20) days, then Tenant may send a second written notice to use a Licensed MarkLandlord which notice shall contain specific reference to this Section, Licensee advising that Landlord has not yet responded to Tenant and noting that failure to respond shall submit to Licensor a written request for such use in accordance with the be deemed an approval process set forth in this Section 1.2of Tenant’s proposed Alterations. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description Upon receipt of the category or categories for which approval is sought. Licensor second (2nd) written notice, Landlord shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that have an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than additional seven (7) days’ prior written notice business days to Licensee respond to Tenant and in the event that Landlord fails to respond to Tenant within such seven (7) business day time period, the proposed Alterations submitted by Tenant shall be deemed approved by Landlord for the purposes herein. (C) Subject to Section 7.2(B) hereof, Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications, and (c) condition Landlord’s approval of such modificationsplans and specifications upon Tenant’s making revisions to the plans and specifications or supplying additional information. (D) Tenant acknowledges that (i) the review of plans or specifications for an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord’s architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct.

Approval Process. (i) Sublessee shall not perform any Specialty Alteration unless Sublessee first gives to Sublessor a notice thereof (a "Specialty Alterations Notice") that (A) refers specifically to this Section 7(c), (B) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in ,pdf and Revit formats that contain sufficient detail for Sublessor and Sublessor's consultants to reasonably assess the proposed Specialty Alteration (such plans and specifications prepared in connection with the Initial Alterations being referred to herein as the "Initial Alterations Plans"), and (C) includes a Removal/Restoration Costs Estimate for the proposed Specialty Alterations. The requirements of this Section 7(c)(i) shall not apply to Core Drilling. (ii) Sublessor shall have the right to object to a proposed Specialty Alteration only by giving notice thereof to Sublessee, and setting forth in such notice a statement in reasonable detail of the grounds for Sublessor's objections. Sublessor acknowledges and agrees that Sublessee may contemporaneously make request for consent or approval of Specialty Alterations directly to both Landlord and Sublessor, with Sublessor’s review period for Specialty Alterations as provided herein, and the review period of Landlord as provided in the Lease, being contemporaneous and not consecutive (but in no event shall Sublessor’s review period be deemed lengthened as a result thereof, such period being solely as set forth herein). (iii) If (A) Sublessee gives Sublessor a Specialty Alterations Notice, and (B) Sublessor fails to respond to the Specialty Alterations Notice within ten (10) business days after Sublessee gives the Specialty Alterations Notice to Sublessor, then Sublessee shall resubmit the Specialty Alterations Notice to Sublessor, and if such resubmitted Specialty Alterations Notice includes a notice that states in bold, capital letters as follows: "SUBLESSOR’S FAILURE TO RESPOND TO THIS RESUBMITTED SPECIALTY ALTERATIONS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN SUBLESSOR BEING DEEMED TO HAVE CONSENTED TO THE SPECIALTY ALTERATION(S) DESCRIBED HEREIN", and (C) Sublessor then fails to respond to the resubmitted Specialty Alterations Notice within five (5) business days after Sublessee gives the resubmitted Specialty Alterations Notice to Sublessor, then Sublessor shall be deemed to have consented to such Specialty Alteration; provided, however, if Sublessor shall be deemed to have consented to any Specialty Alteration that would result in the total Removal/Restoration Costs of all Specialty Alterations to exceed the Removal/Restoration Costs Threshold, then Sublessee shall be deemed to have elected to provide, and shall provide, a Restoration Costs Letter of Credit in the amount by which the total Removal/Restoration Costs of all Specialty Alterations exceeds the Removal/Restoration Costs Threshold by reason of the proposed Specialty Alteration. (iv) Sublessor shall have the right within ten (10) business days after receiving any Specialty Alterations Notice to notify Sublessee in writing that Sublessor (a) In disapproves any plans and specifications for a particular Specialty Alteration in part (and setting forth in reasonable detail the event grounds for Sublessor's objections), (b) reserves Sublessor's approval of items shown on such plans and specifications pending Sublessor's review of other plans and specifications that Licensee desires Sublessee is otherwise required to use a Licensed Markprovide to Sublessor hereunder, Licensee shall submit and (c) conditions Sublessor's approval of such plans and specifications upon Sublessee's making revisions to Licensor a written request for such use in accordance with the approval process set forth plans and specifications or supplying additional information. Nothing contained in this Section 1.2. Licensee shall submit all written requests 7(c)(iv), limits the provisions of Section 7(c)(i) hereof (v) Sublessee acknowledges that (i) the review of plans or specifications for approval to Licensor any Specialty Alteration by e-mail at ▇▇▇▇or on behalf of Sublessor, or (ii) the preparation of plans or specifications for any Specialty Alteration by Sublessor's architect or engineer (or any architect or engineer designated by Sublessor), is solely for Sublessor's benefit, and, accordingly, Sublessor makes no representation or warranty that such plans or specifications comply with any “Requirements” (as defined in the Lease) or are otherwise adequate or correct.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval (vi) Sublessee may make changes to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products Initial Alterations Plans or any other items required plans relating to Alterations, without Sublessor’s consent, except if and only in respect of such changes as would affect or permitted be deemed to be submitted a Specialty Alteration (each such change which affects or is a Specialty Alterations, being a "Plan Change"), in which case the provisions of this Section 7(c) would apply to Licensor for Sublessor's approval in accordance with reasonable instructions provided by Licensorof such Plan Change, including, without limitation, the provisions regarding Restoration Costs Letter(s) of Credit. Licensor may modify If (x) Sublessor conditions Sublessor's approval of such Plan Changes upon Sublessee's making revisions to the foregoing plans and specifications or supplying additional information, (y) Sublessee delivers such revisions or additional information to Sublessor and (y) Sublessor fails to respond to Sublessee's delivery of such revisions or additional information within five (5) business days after the date that Sublessee delivers such revisions or additional information, then Sublessor shall be deemed to have approved the Plan Change if Sublessee has followed the procedures or instructions upon written notification to Licensee and requirements of not less than thirty (30Section 7(c)(iii) calendar dayshereof, and Licensee will thereafter comply with this approval processprovided, as so modified. Licensor may grant or withhold approval for however, if Sublessor shall be deemed to have consented to any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth Plan Change that would result in the Addenda set forth total Removal/Restoration Costs of all Specialty Alterations to exceed the Removal/Restoration Costs Threshold, then Sublessee shall be deemed to have elected to provide, and shall provide, a Restoration Costs Letter of Credit in Exhibit B and attached hereto as the amount by which the total Removal/Restoration Costs of all Specialty Alterations exceeds the Removal/Restoration Costs Threshold by reason of the Effective Dateproposed Plan Change. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modifications.

Approval Process. (a) In the event that Licensee desires COREL wishes to use a Licensed Markdistribute copies of the Integrated COREL Product through the OEM sales channel on terms other than those set out in this Agreement, Licensee COREL shall submit to Licensor DRAGON a written request for term sheet substantially in the form set out in Schedule "D" hereto ("Approval Form"). Such Approval Form shall specify, among other things, the identity of the OEM through which COREL proposes to distribute the Integrated COREL Product, the estimated monthly volume of units of the Integrated COREL Product to be distributed by the OEM, the proposed royalty to be paid by COREL to DRAGON in connection with the proposed distribution and any other terms which are not otherwise contained in the License Agreement. Upon receipt of a completed Approval Form from COREL, DRAGON shall have five (5) business days in which to either accept or reject proposed terms contained therein. Such acceptance or rejection must be communicated to COREL in writing by having an authorized representative of DRAGON check the appropriate "Accepted" or "Rejected" box on the Approval Form, sign where indicated and return by means of fax to the COREL contact person indicated on the Approval Form. If DRAGON falls to communicate its acceptance or rejection of the terms contained on a -27- 28 particular Approval Form within the five (5) business day period, DRAGON shall be deemed to have rejected such use terms. Any terms that have been accepted by DRAGON in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description from part of the category or categories for which approval is sought. Licensor Agreement but shall facilitate the routing of such written requests for approval apply only with respect to the applicable Designated Approvers specific OEM set forth out in Section 1.2(b) and will provide Licensee the Approval Form. In the event of a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of conflict between the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, and the terms contained in an “Addendum” and collectivelyApproval Form accepted by DRAGON, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth terms contained in the Addenda set forth in Exhibit B and attached hereto as of the Effective DateApproval Form shall prevail. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modifications."

Approval Process. (a) In 2. The Parties shall respectively take all reasonable steps to expeditiously effect this Settlement, and to secure the event that Licensee desires to use a Licensed Markprompt, Licensee shall submit to Licensor a written request for such use in accordance with complete and final dismissal of the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-Action against ▇▇▇▇▇▇▇▇.▇ and ▇▇▇▇▇▇▇▇ and the discontinuance of the Action as against Affinor, both to be without costs to any Party. 3. As soon as is reasonably practical following the execution of this Settlement Agreement, the Plaintiffs shall apply to the Court for the Settlement Approval Order, and the Settling Defendants shall cooperate in the Plaintiffs’ efforts to obtain the Settlement Approval Order from the Court and any further or other orders required from the Court to implement the Settlement Agreement. 4. Class Counsel may seek court approval of Class Counsel fees, disbursements and honouraria to the representative Plaintiffs either at or subsequent to the Settlement Approval Hearing. The Settling Defendants will take no position on that approval application. Approval by the Court and/or the effect of this Settlement Agreement will not depend on the Court’s approval of Class Counsel’s fees, disbursements or honouraria for the Plaintiffs. 5. If the Settlement Approval Order is not granted, or is inconsistent with the subject line containing a description terms of the category Settlement Agreement, or categories is reversed or modified on appeal, then, except for which approval is sought. Licensor the circumstances described in paragraphs 8 and 9 below, or unless the Parties expressly agree otherwise in writing: (a) this Settlement Agreement and all orders made pursuant to it shall facilitate the routing of such written requests for approval be null and void, shall have no further force and effect with respect to the applicable Designated Approvers set forth Parties, and shall not be offered in Section 1.2(bevidence or used in any litigation for any purpose; and (b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval orders in e-mail or in other writing to Licensee from one existence as of the Designated Approvers listed in Section 1.2(bdate on which this Settlement Agreement was executed shall become operative and fully effective, as if proceedings relating to this Settlement had not occurred. In such event, the Parties reserve all rights to object to or otherwise challenge all such pre-existing orders, including the right to make appropriate scheduling requests and seek extensions of any applicable deadlines (and the Parties agree to provide their consent to any such reasonable requests or extensions). 6. As soon as reasonably possible after the Effective Date of Settlement, and within no more than fifteen (15) days thereof, the Plaintiffs shall promptly discontinue the Action as against Affinor. 7. Until the application required by paragraph 3 is filed or as otherwise agreed by the Parties, the Parties shall keep all of the terms of the Settlement Agreement confidential and shall not disclose them without the prior written consent of counsel for the Settling Defendants or Class Counsel, as the case may be, except as required for the purposes of financial reporting, the preparation of financial records (including tax returns and financial statements), to give effect to the terms of this Settlement Agreement, or as otherwise required by law. The Parties agree that the Settling Defendants and ▇▇▇▇▇▇▇▇ U Consulting Inc. are entitled to disclose the terms of the Settlement Agreement to the Releasees and to their respective categories constitutes an approval from all Designated Approvers for that categorycounsel, auditors and advisors, and the Parties are entitled to disclose the fact of the Settlement to the Non-Settling Defendants and the Court immediately following execution of this Settlement Agreement. 8. Unless otherwise Any news releases or public statements made by the Plaintiffs or Class Counsel about the Settlement shall be in a form agreed to by the parties in writingPlaintiffs, Licensee will submit all Concept Materials Settling Defendants and ▇▇▇▇▇▇▇▇ U Consulting Inc. The Parties agree that any such news release or Packaging public statements shall be consistent with the terms of the Settlement Agreement, including that cannot be provided in e-mail format, Pre-Production Samples the Settlement has been negotiated and Production Samples agreed to without any admissions of Licensed Products findings of liability or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar dayswrongdoing, and Licensee will thereafter comply with this approval process, without any admissions or findings as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval to the truth of any such request, an addendum identifying of the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth matters alleged in the Addenda set forth in Exhibit B Action, with all such allegations being expressly denied by the Settling Defendants and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modifications.▇▇▇▇▇▇▇▇ U Consulting Inc.

Approval Process. (a) In the event that Licensee desires to use a Licensed MarkLicensee, Licensee at its expense, shall submit to Licensor all materials, including packaging (including user guides and other in-box materials), labeling, point of sale materials, public relations materials, trade show materials and displays, sales materials and advertising and promotional materials, bearing the Licensed Marks (“Materials”), and if such items are in a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇foreign language, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing translations of such items along with certification that such translations are accurate, for Licensor’s advance written requests for approval, such approval to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted unreasonably withheld or delayed, prior to Licensor for approval use, sale or distribution; provided that any Materials in accordance with reasonable instructions provided use by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective DateDate shall be deemed approved by Licensor. If Licensor fails to approve or disapprove a submission through Licensor’s standard review procedures generally applicable to licensees within ten (10) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have disapproved of such submission and Licensee shall have no right to use the Licensed ▇▇▇▇ in connection therewith; provided that if Licensee then resubmits such submission and materials, then if Licensor fails to approve or disapprove such submission through Licensor’s standard review procedures generally applicable to licensees within five (5) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have approved of such submission. (b) Written Notwithstanding the generality of the foregoing, the following rules shall apply to the review and approval process: (i) Licensor reserves the right to withdraw approval for each an item if it departs from the approved sample, or if any quality, liability or safety issues with respect to an item are subsequently identified. (ii) In the event of any modification or change in use or quality of any Materials submitted for approval, or the use of a the Licensed Mark must be obtained for each category from Marks on such Materials or on the approvers set forth in the chart below (the “Designated Approvers”) in accordance with Licensed Products, whether during the approval procedure set forth process or after final approval has been granted, Licensee shall re-submit such Materials for approval. (iii) Licensee shall disclose all sources for any artwork not supplied by Licensor. (iv) Licensee shall not use the Licensed Marks, artwork and/or designs or any component thereof in Section 1.2(a)any business sign, business card, stationery or form or as part of the name of Licensee’s business or any division thereof, unless Licensor has previously approved such use. If Licensor may modify fails to approve or disapprove a submission through Licensor’s standard review procedures generally applicable to licensees within ten (10) days after Licensor’s receipt of those materials necessary for its review, Licensor shall be deemed to have disapproved of such submission and Licensee shall have no right to use the Designated Approvers Licensed ▇▇▇▇ in connection therewith; provided that if Licensee then resubmits such submission and materials, then if Licensor fails to approve or disapprove such submission through Licensor’s standard review procedures generally applicable to licensees within five (5) days after Licensor’s receipt of those materials necessary for its sole discretion review, Licensor shall be deemed to have approved of such submission. (v) All press releases and/or public announcements by providing not less than seven (7) days’ Licensee concerning the subject matter of this Agreement shall be subject to prior written notice approval by Licensor, both as to the content and timing of any such release or announcement. (c) Licensee of such modificationsshall not use or display the Licensed Marks in any way without Licensor’s prior approval pursuant to this Article IV.

Approval Process. Throughout the Candidate Search, whenever the Nominating Committee identifies and vets a candidate whom the Nominating Committee considers a suitable candidate for appointment to the Board (a) In each such candidate identified by the event that Licensee desires to use Nominating Committee, a Licensed Mark“Nominating Committee Candidate”), Licensee the Nominating Committee shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at so inform ▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇ shall be provided a reasonable opportunity to interview such Nominating Committee Candidate and receive information that has been received by the Nominating Committee with respect to such Nominating Committee Candidate and such other information with respect to such Nominating Committee Candidate as ▇▇▇▇▇▇▇ shall reasonably request. Following ▇▇▇▇▇▇▇@’▇ review of such Nominating Committee Candidate, ▇▇▇▇▇▇-▇ shall provide written notice to the Company’s General Counsel (the “Primary Contact”) as to whether ▇▇▇▇▇▇▇ approves of such Nominating Committee Candidate as a potential member of the Board (any such Nominating Committee Candidate identified by the Nominating Committee and so approved by ▇▇▇▇▇▇▇, an “Approved Nominating Committee Candidate”). In addition, as part of the Candidate Search, ▇.▇▇▇▇▇▇ may identify to the Primary Contact in writing candidates for appointment to the Board, including providing appropriate background information about such candidates’ experience and abilities to enable the Nominating Committee to screen such candidates and determine if such candidates should be interviewed by the Nominating Committee as possible director candidates (each such candidate identified by ▇▇▇▇▇▇▇, with the subject line containing a description “▇▇▇▇▇▇▇ Candidate”). The Primary Contact or any member of the category or categories Nominating Committee shall inform ▇▇▇▇▇▇▇ with respect to each ▇▇▇▇▇▇▇ Candidate as to the Nominating Committee’s determination on whether it will interview such ▇▇▇▇▇▇▇ Candidate as a possible director candidate, and, for those ▇▇▇▇▇▇▇ Candidates whom the Nominating Committee does interview, following such interview and the conclusion of the Nominating Committee’s vetting process with respect to such ▇▇▇▇▇▇▇ Candidate (which approval is sought. Licensor shall facilitate be conducted as promptly as practicable), whether the routing Nominating Committee approves of such written requests for approval ▇▇▇▇▇▇▇ Candidate as a potential member of the Board (any such ▇▇▇▇▇▇▇ Candidate so approved by the Nominating Committee, an “Approved ▇▇▇▇▇▇▇ Candidate”). The first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate (the first such candidate, the “Agreed-Upon Candidate”) shall, subject to such candidate’s consent, be appointed to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval Board in accordance with reasonable instructions provided by Licensor. Licensor may modify Section 1.3, at which time the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar daysCandidate Search, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as all of the Effective Date. parties’ rights and obligations related thereto, shall terminate, except as otherwise provided in Section 1.4. In the event that neither an Approved Nominating Committee Candidate nor an Approved ▇▇▇▇▇▇▇ Candidate is identified and appointed to the Board within the 90-day period after the date hereof, then (ba) Written approval for each use the parties hereto shall continue to attempt to identify and appoint to the Board an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate following the expiration of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) such 90-day period in accordance with the approval procedure procedures set forth herein and (b) the Individual shall be deemed to be the Agreed-Upon Candidate for purposes of this Agreement and shall, subject to such candidate’s consent, be appointed to the Board in accordance with Section 1.2(a1.3, until the first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate is identified and appointed to the Board in accordance with Section 1.3 (in which case, immediately prior to such appointment, the Individual shall resign from the Board). Licensor For purposes of identifying an Agreed-Upon Candidate, including pursuant to Section 1.4, once ▇▇▇▇▇▇▇ provides the Company with a ▇▇▇▇▇▇▇ Candidate or the Nominating Committee provides ▇▇▇▇▇▇▇ with a Nominating Committee Candidate, each of ▇▇▇▇▇▇▇ and the Company hereby agrees that throughout the period during which this Section 1 remains in effect such individual shall continue to be, and at all times shall remain, a ▇▇▇▇▇▇▇ Candidate or a Nominating Committee Candidate, as the case may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modificationsbe.

Approval Process. (a) In the event that Licensee desires Landlord shall respond to use a Licensed Mark, Licensee shall submit to Licensor a any written request for approval of any plans or specifications pursuant to this Article 46 within ten (10) Business Days after Landlord’s receipt of fully complete, signed and sealed plans and specifications, provided Tenant's submission complies in all material respects with the requirements of this Lease. If Landlord does not respond to Tenant’s request for approval within the aforesaid ten (10) Business Day period, then Tenant may provide Landlord with an additional notice stating at the top in capitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE (5) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not approve or disapprove such use plans and specifications within five (5) Business Days of Landlord’s receipt of such additional notice, such plans and specifications shall be deemed to be approved. If Landlord timely disapproves of all or any portion of the plans and specifications and/or requires additional information, Landlord shall specify the reasons for such rejection and/or the additional information requested, as applicable, and Tenant shall resubmit revised plans and specifications and/or provide the requested information within three (3) Business Days thereafter whereupon Landlord shall respond within three (3) Business Days following Tenant’s resubmission of such additional information and/or revised plans, as applicable. If Landlord does not respond to any such resubmitted plans and/or additional information within said three (3) Business Day period, then Tenant may provide Landlord with an additional notice stating at the top in capitalized, bold, 14 point font, "FAILURE TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS SHALL CONSTITUTE DEEMED APPROVAL OF THE ITEMS SET FORTH HEREIN", and if Landlord does not respond to such plans and specifications within three (3) Business Days of Landlord’s receipt of such additional notice, such revised plans shall be deemed to be approved. The failure of Tenant to provide Landlord with revised plans and specifications and/or any additional information within the time periods set forth above shall constitute a Tenant Delay for each day thereafter until the applicable plans and specifications and/or additional information are delivered to Landlord by Tenant in accordance with the approval terms of this Lease. Such process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to be repeated until the applicable Designated Approvers set forth in Section 1.2(bplans and specifications have been approved (or deemed approved) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective DateLandlord. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modifications.

Approval Process. (aA) In Subject to the event terms of this Section 7.3(A), Tenant shall not perform any Alteration (except for Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an "Alterations Notice") that Licensee desires (i) includes four (4) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to use a Licensed Markthe extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord's consultants to reasonably assess the proposed Alteration, Licensee shall submit to Licensor a written request for such use (ii) indicates whether Tenant requests Landlord's consent or approval of the proposed Alteration in accordance with the terms of this Lease and (iii) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the "hard" construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord's consent). Tenant shall not be required to include with the Alterations Notice the plans and specifications for a proposed Alteration as described in clause (i) above if (w) applicable Requirements do not require Tenant to obtain a building permit therefor, (x) such Alteration does not involve any material electrical or plumbing work or any material connections to the life-safety systems of the Building, (y) such plans and specifications would not otherwise be prepared in accordance with good construction practice, and (z) Tenant so advises Landlord in the applicable Alterations Notice; provided, however, that if Tenant does not submit such plans and specifications to Landlord as aforesaid, then Landlord shall have the right to nevertheless require Tenant to submit such plans and specifications (or another reasonable technical description of the proposed Alteration) to the extent that Landlord has a reasonable basis for requiring such plans and specifications (or such other technical description) (any such Alteration for which Tenant is not required to provide such plans and specifications being referred to herein as a "Simple Alteration"). (B) Except for Decorative Alterations (subject to Section 7.2(C) hereof), Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord's objections. (C) Except for Decorative Alterations or Simple Alterations, Landlord shall have the right to (a) disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord's approval process set forth of items shown on such plans and specifications pending Landlord's review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord's approval of such plans and specifications upon Tenant's making revisions to the plans and specifications or supplying additional information (which Landlord shall have the right to request only reasonably if the applicable Alteration constitutes a Basic Alteration). Nothing contained in this Section 1.2. Licensee shall submit all written requests 7.3(C) limits the provisions of Section 7.2 hereof or Section 7.3(B) hereof. (D) Tenant acknowledges that (i) the review of plans or specifications for approval an Alteration by or on behalf of Landlord, or (ii) the preparation of plans or specifications for an Alteration by Landlord's architect or engineer (or any architect or engineer designated by Landlord), is solely for Landlord's benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with any Requirements or are otherwise adequate or correct. (E) If Tenant gives Landlord an Alterations Notice with respect to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories Alterations for which Landlord's approval is sought. Licensor shall facilitate the routing required hereunder and Landlord fails to respond within fifteen (15) Business Days (or five (5) Business Days for resubmissions of such written requests for approval an Alterations Notice given in response to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval revisions made in accordance with reasonable instructions provided by Licensor. Licensor may modify clause (c) of Section 7.3(C) hereof), then Tenant (not sooner than fifteen (15) Business Days) after giving the foregoing procedures first Alterations Notice (or instructions upon written notification five (5) Business Days for resubmissions of an Alterations Notice given in response to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (b) Written approval for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) revisions made in accordance with clause (c) of Section 7.3(C) hereof) shall be entitled to give a second Alterations Notice that provides in bold and capital letters that "LANDLORD'S FAILURE TO RESPOND TO THIS SECOND ALTERATIONS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER THE DATE THAT TENANT GIVES THIS SECOND ALTERATIONS NOTICE SHALL BE DEEMED TO BE LANDLORD'S CONSENT THERETO" and if Landlord shall fail to so respond within such three (3) Business Day period, then Landlord shall be deemed to have consented to the approval procedure set forth Alterations described in Section 1.2(a). Licensor may modify such Alterations Notice, provided, however, that in no event shall Landlord be deemed to have consented to any Alteration that is otherwise expressly prohibited by the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee terms of such modificationsthis Lease.

Approval Process. (A) Tenant shall not perform any Alteration (other than Decorative Alterations) unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 7.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration (or other format reasonably acceptable to Landlord), (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s consent as contemplated by this Article 7, and (v) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s consent). Tenant shall not be required to include with the Alterations Notice the plans and specifications for a proposed Basic Alteration as described in clause (ii) above if: (w) applicable Requirements do not require Tenant to obtain a building permit therefor, (x) such Alteration does not involve any material electrical, mechanical or plumbing work or any material connections to the life-safety systems of the Building, (y) such plans and specifications would not otherwise be prepared in accordance with good construction practice, and (z) Tenant so advises Landlord of compliance with such clauses (w) through (y) in the applicable Alterations Notice; provided, however, that if Tenant does not submit such plans and specifications to Landlord as aforesaid, then Landlord shall have the right to nevertheless require Tenant to submit such plans and specifications (or another reasonable technical description of the proposed Alteration) to the extent that Landlord has a reasonable basis for requiring such plans and specifications (or such other technical description). (B) If (i) Tenant gives Landlord an Alterations Notice, (ii) Tenant, in the Alterations Notice, does not indicate that Tenant plans to perform the applicable Alteration without Landlord’s consent, and (iii) provides in bold and capital letters that “LANDLORD’S FAILURE TO RESPOND TO THIS ALTERATIONS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS [FIVE (5) BUSINESS DAYS FOR RESUBMISSIONS] AFTER THE DATE THAT TENANT GIVES THIS ALTERATIONS NOTICE TO LANDLORD MAY BE DEEMED TO BE LANDLORD’S CONSENT THERETO”, and (iv) Landlord fails to respond within fifteen (15) Business Days [five (5) Business Days for resubmissions] after Tenant gives the Alterations Notice to Landlord, then Tenant, following the expiration of such fifteen (15) Business Day or five (5) Business Day period, as the case may be, shall be entitled to give a second Alterations Notice to Landlord that provides in bold and capital letters that “LANDLORD’S FAILURE TO RESPOND TO THIS SECOND ALTERATIONS NOTICE WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE THAT TENANT GIVES THIS SECOND ALTERATIONS NOTICE TO LANDLORD SHALL BE DEEMED TO BE LANDLORD’S CONSENT THERETO”. If Tenant gives such second Alterations Notice to Landlord as aforesaid and Landlord fails to so respond to the first or second Alterations Notice within five (5) Business Days after Tenant gives the second Alterations Notice to Landlord, then Landlord shall be deemed to have consented to the Alteration(s) described in such Alterations Notice; provided, however, that in no event shall Landlord be deemed to have consented to any Alteration that is otherwise expressly prohibited by the terms of this Lease. (C) Except for Decorative Alterations, Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (D) Except for Decorative Alterations or Minor Alterations, Landlord shall have the right to (a) In disapprove any plans and specifications for a particular Alteration in part, (b) reserve Landlord’s approval of items shown on such plans and specifications pending Landlord’s review of other plans and specifications that Tenant is otherwise required to provide to Landlord hereunder, and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the event that Licensee desires plans and specifications or supplying additional information (which Landlord shall have the right to use request only reasonably if the applicable Alteration constitutes a Licensed Mark, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth Basic Alteration). Nothing contained in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with 7.3(D) limits the subject line containing a description provisions of the category Section 7.2 hereof or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b7.3(C) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Datehereof. (bE) Written approval Tenant acknowledges that (i) the review of plans or specifications for each use an Alteration by or on behalf of a Licensed Mark must be obtained Landlord, or (ii) the preparation of plans or specifications for each category from the approvers set forth in the chart below an Alteration by Landlord’s architect or engineer (the “Designated Approvers”) in accordance or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modificationsany Requirements or are otherwise adequate or correct.

Approval Process. (A) Tenant shall not perform any Alteration unless Tenant first gives to Landlord a notice thereof (an “Alterations Notice”) that (i) refers specifically to this Section 8.3, (ii) includes six (6) copies of the plans and specifications for the proposed Alteration (including, without limitation, layout, architectural, mechanical and structural drawings, to the extent applicable) in CADD format that contain sufficient detail for Landlord and Landlord’s consultants to reasonably assess the proposed Alteration, (iii) indicates whether Tenant considers the proposed Alterations to constitute a Basic Alteration, (iv) indicates whether Tenant considers the proposed Alteration to constitute a Minor Alteration and whether Tenant intends to perform the proposed Alteration without Landlord’s consent as contemplated by this Article 8, and (v) includes with such notice a bona fide estimate issued by a reputable and independent construction company of the “hard” construction cost of performing the proposed Alteration (if Tenant considers the proposed Alteration to constitute a Minor Alteration and plans to perform such Alteration without Landlord’s consent). (B) Landlord shall have the right to object to a proposed Alteration only by giving notice thereof to Tenant, and setting forth in such notice a statement in reasonable detail of the grounds for Landlord’s objections. (C) In no event shall Landlord’s consent or approval be given or deemed given (whether such consent is express or implied) with respect to any Alteration that is otherwise not in conformity with the terms of this Lease or Requirements (it being understood that the provisions of this Lease or Requirements, as applicable, shall govern and supersede any such item(s)). Landlord shall have the right to (a) In the event that Licensee desires to use disapprove any plans and specifications for a Licensed Markparticular Alteration in part, Licensee shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensorreserve Landlord’s approval of any items shown on such requestplans and specifications pending Landlord’s review of other plans and specifications, an addendum identifying and (c) condition Landlord’s approval of such plans and specifications upon Tenant’s making revisions to the Licensor mark plans and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Datespecifications or supplying additional information. (bD) Written approval Tenant acknowledges that (i) the review of plans or specifications for each use an Alteration by or on behalf of a Licensed Mark must be obtained Landlord, or (ii) the preparation of plans or specifications for each category from the approvers set forth in the chart below an Alteration by Landlord’s architect or engineer (the “Designated Approvers”) in accordance or any architect or engineer designated by Landlord), is solely for Landlord’s benefit, and, accordingly, Landlord makes no representation or warranty that such plans or specifications comply with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modificationsany Requirements or are otherwise adequate or correct.

Approval Process. (a) In the event Except where explicitly stated otherwise in this Agreement, for any action that Licensee desires to use a Licensed Markrequires Licensor’s approval, Licensee shall submit its proposal to Licensor. Licensor a written request for shall have five (5) business days following receipt of the proposal to approve or reject such use proposal in accordance with writing, such approval not to be unreasonably withheld, conditioned or delayed, provided, however, that in the approval process set forth in this Section 1.2event Licensor fails to respond within such five (5) business day period, such proposal will be deemed approved. Licensee shall submit all written requests for approval be required to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon receive Licensor’s approval for the following: (a) approval of the initial look and feel for the relaunch of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. Managed Assets (including without limitation the placement and prominence of editorial Content and promotion of Playboy-branded properties); (b) Written initial approval for each use of any new product or service using Licensor’s Trademarks or to be launched, including approval of both the product concept and the look and feel; (c) creation or acquisition of an account on a Licensed Mark must be obtained for each category from Social Media Platform, subject to section 5.10; (d) any modifications, registrations, creation of new or combinations of Licensor Trademarks; and (e) press releases or other publicity subject to Section 15.7; provided that (i) once the approvers set forth materials in (a) or (b) above or any new product or relaunch of any of the chart below Managed Assets (the “Designated ApproversMaterials”) above are approved, any non-materials modifications and/or adjustments will not require further approval from Licensor, (ii) Licensee is not required to seek approval on any changes to the Materials, if such changes are for the purpose of compliance with requirements under applicable Law and rules; provided that Licensee provides information on such requirements and the resulting changes in accordance with the approval procedure set forth Materials for Licensor’s records, and (iii) in Section 1.2(a). the case where Licensor may modify disapproves any matter, Licensor shall provide the Designated Approvers reasons for disapproval (including how to rectify, if applicable) and if there are any changes made as requested by Licensor, Licensor shall consider the new submission and provide a response within five (5) business days of Licensor’s receipt thereof, provided, however, that in its sole discretion by providing not less than seven the event Licensor fails to respond within such five (75) days’ prior written notice to Licensee of business day period, such modificationsproposal will be deemed approved.

Approval Process. (ai) In Licensee shall create and submit to Licensor, via RoyaltyZone, drawings for each proposed design for the event Licensed Product(s) (the “Concept”). Upon Approval of such Concept, Licensee may commence manufacture and shall submit to Licensor one (1) top of production sample (in a given size to be mutually agreed upon by the parties hereto) of the style for each Licensed Product(s) (“Samples”). All Licensed Product elements must be re-submitted for Approval each time a revision is made incorporating any substantive changes or additions. Licensor will use commercially reasonable efforts to provide its Approval or withhold its Approval pursuant to Licensee’s business/production calendar which Licensee shall provide to Licensor from time to time. (ii) Subject to Section 18 of the Summary of Commercial Terms, prior to the broadcast, publication, posting, public distribution and/or use thereof of sample concepts, designs and samples (“Advertising Element”) of any advertisement or other promotional material (each, an “Advertisement”) which is intended to be used in conjunction with the sale or distribution of Licensed Product(s), TP Products and/or Authorized FOH Products, Licensee shall submit the Advertising Element to Licensor for its approval. Once an Advertising Element has been approved, Licensee need not submit variations of that Licensee desires Advertising Element for re-approval when such variations are merely of size or date and the like; provided, however, that any substantive changes to use a the Advertising Element must be Approved in advance pursuant to this Section 6. (iii) Prior to the manufacture of any Licensed MarkProduct(s), Licensee shall submit to Licensor a written request prototype of the design of all tags, hangtags, labels, packaging and wrapping for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇.▇▇▇, with the subject line containing a description of the category or categories for which approval is sought. Licensor shall facilitate the routing of such written requests for approval to the applicable Designated Approvers set forth in Section 1.2(bLicensed Product(s) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b(hereinafter “Packaging”) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval in accordance with reasonable instructions provided Approval by Licensor. Licensor may modify the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar days, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as of the Effective Date. (biv) Written approval At the end of each Contract Year, Licensor shall have the right to request that Licensee re-submit any or all Licensed Product(s), Concepts, designs, Production Samples, Advertising Elements and Packaging for each use of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) in accordance with the approval procedure set forth in Section 1.2(a). Licensor may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modificationsLicensor’s re-Approval.

Approval Process. Throughout the Candidate Search, whenever the Nominating Committee identifies and vets a candidate whom the Nominating Committee considers a suitable candidate for appointment to the Board (a) In each such candidate identified by the event that Licensee desires to use Nominating Committee, a Licensed Mark“Nominating Committee Candidate”), Licensee the Nominating Committee shall submit to Licensor a written request for such use in accordance with the approval process set forth in this Section 1.2. Licensee shall submit all written requests for approval to Licensor by e-mail at so inform ▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇ shall be provided a reasonable opportunity to interview such Nominating Committee Candidate and receive information that has been received by the Nominating Committee with respect to such Nominating Committee Candidate and such other information with respect to such Nominating Committee Candidate as ▇▇▇▇▇▇▇ shall reasonably request. Following ▇▇▇▇▇▇▇@’▇ review of such Nominating Committee Candidate, ▇▇▇▇▇▇-▇ shall provide written notice to the Company’s General Counsel (the “Primary Contact”) as to whether ▇▇▇▇▇▇▇ approves of such Nominating Committee Candidate as a potential member of the Board (any such Nominating Committee Candidate identified by the Nominating Committee and so approved by ▇▇▇▇▇▇▇, an “Approved Nominating Committee Candidate”). In addition, as part 1. of the Candidate Search, ▇.▇▇▇▇▇▇ may identify to the Primary Contact in writing candidates for appointment to the Board, including providing appropriate background information about such candidates’ experience and abilities to enable the Nominating Committee to screen such candidates and determine if such candidates should be interviewed by the Nominating Committee as possible director candidates (each such candidate identified by ▇▇▇▇▇▇▇, with the subject line containing a description “▇▇▇▇▇▇▇ Candidate”). The Primary Contact or any member of the category or categories Nominating Committee shall inform ▇▇▇▇▇▇▇ with respect to each ▇▇▇▇▇▇▇ Candidate as to the Nominating Committee’s determination on whether it will interview such ▇▇▇▇▇▇▇ Candidate as a possible director candidate, and, for those ▇▇▇▇▇▇▇ Candidates whom the Nominating Committee does interview, following such interview and the conclusion of the Nominating Committee’s vetting process with respect to such ▇▇▇▇▇▇▇ Candidate (which approval is sought. Licensor shall facilitate be conducted as promptly as practicable), whether the routing Nominating Committee approves of such written requests for approval ▇▇▇▇▇▇▇ Candidate as a potential member of the Board (any such ▇▇▇▇▇▇▇ Candidate so approved by the Nominating Committee, an “Approved ▇▇▇▇▇▇▇ Candidate”). The first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate (the first such candidate, the “Agreed-Upon Candidate”) shall, subject to such candidate’s consent, be appointed to the applicable Designated Approvers set forth in Section 1.2(b) and will provide Licensee a single written confirmation reflecting approval by all applicable Designated Approvers. Licensor agrees that an approval in e-mail or in other writing to Licensee from one of the Designated Approvers listed in Section 1.2(b) for the respective categories constitutes an approval from all Designated Approvers for that category. Unless otherwise agreed to by the parties in writing, Licensee will submit all Concept Materials or Packaging that cannot be provided in e-mail format, Pre-Production Samples and Production Samples of Licensed Products or any other items required or permitted to be submitted to Licensor for approval Board in accordance with reasonable instructions provided by Licensor. Licensor may modify Section 1.3, at which time the foregoing procedures or instructions upon written notification to Licensee of not less than thirty (30) calendar daysCandidate Search, and Licensee will thereafter comply with this approval process, as so modified. Licensor may grant or withhold approval for any such request in its sole discretion. Upon Licensor’s approval of any such request, an addendum identifying the Licensor mark and reflecting the approved scope of use and any other relevant terms and conditions may be attached hereto and constitute part of this Agreement (each, an “Addendum” and collectively, the “Addenda”). Certain pre-approved uses of Licensed Marks are set forth in the Addenda set forth in Exhibit B and attached hereto as all of the Effective Date. parties’ rights and obligations related thereto, shall terminate, except as otherwise provided in Section 1.4. In the event that neither an Approved Nominating Committee Candidate nor an Approved ▇▇▇▇▇▇▇ Candidate is identified and appointed to the Board within the 90-day period after the date hereof, then (ba) Written approval for each use the parties hereto shall continue to attempt to identify and appoint to the Board an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate following the expiration of a Licensed Mark must be obtained for each category from the approvers set forth in the chart below (the “Designated Approvers”) such 90-day period in accordance with the approval procedure procedures set forth herein and (b) the Individual shall be deemed to be the Agreed-Upon Candidate for purposes of this Agreement and shall, subject to such candidate’s consent, be appointed to the Board in accordance with Section 1.2(a1.3, until the first candidate who is either an Approved Nominating Committee Candidate or an Approved ▇▇▇▇▇▇▇ Candidate is identified and appointed to the Board in accordance with Section 1.3 (in which case, immediately prior to such appointment, the Individual shall resign from the Board). Licensor For purposes of identifying an Agreed-Upon Candidate, including pursuant to Section 1.4, once ▇▇▇▇▇▇▇ provides the Company with a ▇▇▇▇▇▇▇ Candidate or the Nominating Committee provides ▇▇▇▇▇▇▇ with a Nominating Committee Candidate, each of ▇▇▇▇▇▇▇ and the Company hereby agrees that throughout the period during which this Section 1 remains in effect such individual shall continue to be, and at all times shall remain, a ▇▇▇▇▇▇▇ Candidate or a Nominating Committee Candidate, as the case may modify the Designated Approvers in its sole discretion by providing not less than seven (7) days’ prior written notice to Licensee of such modificationsbe.