Common use of Change Orders Clause in Contracts

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.

Change Orders. In the event Tenant desires to materially change the Approved Working Drawings, Tenant shall have deliver Notice (the right"Drawing Change Request") of the same to Landlord, setting forth in accordance herewith, detail the changes (the "Tenant Change") Tenant desires to submit for Landlord's approval change proposals subsequent make to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal")Working Drawings. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryshall, but no more later than five (5A) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of any Drawing Change Request relating to a proposed Tenant Change affecting the Building structure, or (B) three (3) business days after receipt of any Drawing Change Request relating to a proposed Tenant Change not affecting the Building structure, deliver a written notice to Tenant (the "Response Notice") either (i) approving the Tenant Change, or (ii) disapproving the Tenant Change and deliver a Notice to Tenant specifying in reasonably sufficient detail the reasons for Landlord's disapproval; provided, however, Landlord's Response Notice shall indicate the anticipated cost of implementing such Tenant Improvement Work Change Order Response. If and any Tenant Delay anticipated to result therefrom; provided further, however, that Landlord may only disapprove of the Tenant Change if the Tenant Change (u) would have an adverse effect on the structural integrity of the Building; (v) fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five comply with applicable Code and or other applicable governmental regulations; (5x) would have an material adverse effect on the systems and equipment of the Building; (y) would have an adverse effect on the exterior appearance of the Building; or (z) would have an material adverse effect on the value of the Project. Within two (2) business day perioddays following Tenant's receipt of the applicable Response Notice, such Tenant Improvement Work shall either ratify its Drawing Change Proposal shall be deemed withdrawnRequest or rescind the same. If Tenant proceeds Any additional costs which arise in connection with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed paid by Tenant, provided that to be the extent a part portion of the Approved Tenant Improvement Construction Documents for Allowance remains unpaid and unallocated, such payment shall be made from the purposes of this Article IIIImprovement Allowance.

Change Orders. Landlord shall not be obligated to make additions or changes to the Approved Final Plans (a “Change”), except as provided herein. If Tenant desires any Change, Tenant will so advise Landlord in writing (a “Change Order Request”) as promptly as possible and Landlord shall have promptly respond so as not to delay the rightorderly construction pursuant to the Approved Final Plans. Upon receipt of a Change Order Request, if Landlord approves such Change, not to be unreasonably withheld, Landlord will give written notice thereof to Tenant, which notice will specify the estimated costs or savings associated therewith; the cost thereof and the change, if any, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to Minimum Monthly Rent arising therefrom; and any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant estimated delay in the Tenant Improvement Work Change Proposal is insufficient for the purposes expected Date of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)Substantial Completion/Target Occupancy Date. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within Within five (5) business days after of receipt of Landlord's Tenant Improvement Work ’s response to the Change Order Response. If Request, Tenant fails may withdraw its request by providing notice to respond to Landlord's Tenant Improvement Work Landlord as long as such Change Order Response within such five (5) business day periodhas not been signed by Tenant. Upon agreement between Landlord and Tenant on the Change, such Tenant Improvement Work Change Proposal will be incorporated into the Approved Final Plans by way of a written change prepared by Landlord and jointly executed by the parties (a “Change Order”). Landlord shall be deemed withdrawn. If Tenant proceeds permitted to make any changes to the Building, after notice to Tenant, so long as such changes (a) are required to comply with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed Laws; or (b) are limited to be other spaces within the Building not occupied by Tenant; or (c) are necessary as a part result of substitutions needed due to material unavailability so long as any substitutions are of equal or better quality; or (d) do not materially and adversely change the design intent of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIBuilding (a "Landlord Change").

Change Orders. After the parties approve the Final Plans and a building permit for the Tenant Improvements is issued, any further changes to the Final Plans shall require the prior written approval of Tenant and EXHIBIT B Landlord (not to be unreasonably withheld or delayed), provided that Landlord shall not need the consent or approval of Tenant for changes to the Final Plans that do not affect the Tenant Improvements and/or the Premises or materially alter the character of the Building. If Tenant desires any change in the Final Plans relative to the Tenant Improvements which is reasonable and practical (which shall be conclusively determined by the Architect), such changes may only be requested by the delivery to Landlord by Tenant of a proposed written "Change Order" specifically setting forth the requested change. Landlord shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after from the receipt of Landlord's Tenant Improvement Work the proposed Change Order Responseto provide Tenant with the Architect's disapproval of the proposed change stating the reason(s) for such disapproval, or if the Architect approves the proposed change, the following items: (i) a summary of any increase in the cost caused by such change (the "Change Order Cost"), (ii) a statement of the number of days of any delay caused by such proposed change (the "Change Order Delay"), and (iii) a statement of the cost of the Change Order Delay (the "Change Order Delay Expense"), which Change Order Delay Expense shall be the product of the number of days of delay multiplied by the estimated daily Base Rent rate. Tenant shall then have three (3) business days to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If Tenant approves these items, Tenant shall pay to Landlord the Change Order Cost and Change Order Delay Expense within two (2) business days after Tenant's approval thereof, and Landlord shall promptly following receipt of such payment execute the Change Order and cause the appropriate changes to the Final Plans to be made. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response Landlord within such five said three (53) business day period, such Tenant Improvement Work the Change Proposal Order Cost, the Change Order Delay and the Change Order Delay Expense shall be deemed withdrawndisapproved by Tenant and Landlord shall have no further obligation to perform any Work set forth in the proposed Change Order. If Tenant proceeds The Change Order Cost shall include all costs associated with such Tenant Improvement Work the Change ProposalOrder, then such Tenant Improvement Work Change Proposal shall be deemed to be including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by the Architect and the Contractor (defined in Section 7), respectively, together with a part five percent (5%) fee of the Approved Tenant Improvement Construction Documents these costs as reimbursement for the purposes expense of this Article IIIadministration and coordination of such Change Order by Landlord's Representative. The Change Order Delay shall include all delays caused by the Change Order, including, without limitation, all design and construction delays, as conclusively determined by the Architect and the Contractor (defined in Section 7), respectively.

Change Orders. Tenant shall have may request changes in the right, in accordance herewith, final Expansion Premises Plans from time to submit for Landlord's approval change proposals subsequent to the completion time during construction of the Approved Expansion Premises Work by submitting a written request describing any proposed change to Landlord (a “Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"”). Landlord agrees to respond to any such Any Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed approved by Tenant upon Landlord, which approval shall not be unreasonably withheld or delayed. Any increase or decrease in the expiration or earlier termination cost of the Term ("Landlord's Expansion Premises Work which results from a Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period Proposal, if implemented, shall be deemed added to constitute or subtracted from the Final Project Cost Proposal, as the case may be. However, the cost of any Change Orders necessitated by compliance with applicable legal requirements or conditions on the Property shall be Landlord's approval ’s sole cost and expense. Landlord shall give notice back to Tenant responding to the Tenant Change Proposal within three (3) calendar days after Landlord’s receipt thereof, specifying the estimated effect, if any, in the cost of the Expansion Premises Work and the First Expansion Target Date and/or Second Expansion Target Date, whichever is or are applicable, which would result from the subject Tenant Improvement Work Change Proposal Proposal, as determined by Landlord reasonably and determination that none of in good faith based on cost and time estimation methods customarily utilized in the items shown thereon are to be removed by Tenant at construction industry (the expiration or earlier termination of the Term“Landlord’s Proposed Pricing/Timing Adjustment”). Tenant shall have the right give notice back to then proceed with Landlord approving or withdraw such Tenant Improvement Work Change Proposal disapproving Landlord’s Proposed Pricing/Timing Adjustment within five three (53) business days after Tenant’s receipt of Landlord's Tenant Improvement Work Change Order Responsethereof. If Tenant fails to respond to Exhibit B approves Landlord's ’s Proposed Pricing/Timing Adjustment, the subject Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall become a change order and be deemed withdrawnincorporated into the final Expansion Premises Plans executed in the construction of the Expansion Premises Work (a “Change Order”). Tenant shall be responsible for any actual increase in cost of construction caused by Change Orders (up to the amount set forth in Landlord’s Proposed Pricing/Timing Adjustment which shall be approved by Tenant) provided such amount results, after all other adjustments, to an increase in the Final Project Cost. If Tenant proceeds with such Tenant Improvement Work Change Proposaldisapproves or does not timely respond to the Landlord’s Proposed Pricing/Timing Adjustment, then such the Parties shall work together to arrive at an acceptable Proposed Pricing/Time Adjustment to the Tenant Improvement Work Change Proposal and in furtherance thereof adjust cost estimates, contributions and completion dates in connection with the Expansion Premises Work. Landlord shall not be deemed authorized to be a part of make any other material changes in the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIfinal Expansion Premises Plans without Tenant’s consent in writing.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval Any change proposals subsequent order (“Change Order”) to the completion Improvements and/or any portions of the Approved Improvements applicable to the portions of the Building that are intended for the use and benefit of Tenant Improvement Construction Documents may be initiated by Landlord or Tenant. Such Change Orders will be subject to Landlord’s and Tenant’s prior written approval, which approval will not be unreasonably withheld, delayed, or conditioned so long as such Changer Order (eachi) is required by, or does not violate, applicable law, (ii) in the case of a "proposed change to the Improvements requested by Tenant, does not increase the costs of the Improvements (unless the Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five pay for (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of or have the Tenant Improvement Work Change ProposalAllowance reduced by the amount of) the increase in the costs of construction), together with Landlord's good faith estimate as or (iii) in the case of a proposed change to the amount of additional time that Improvements requested by Tenant, does not result in significant delays to the Work Schedule. Any delay in the Work Schedule from the Improvements caused directly and specifically by a Change Order initiated or caused by Tenant will be necessary, a Construction Delay. If Landlord or Tenant fails to notify the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes other of enabling Landlord to make the determination set forth herein), advising Tenant its approval or disapproval of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms a written notice of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work a proposed Change Order Response") within ten (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (510) business days after the receipt of Landlord's Tenant Improvement Work the request to approve the Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work (together with the support documentation and information specified in this Section 13), the proposed Change Order Response within such five (5) business day periodwill be deemed conclusively to have been approved. Upon approval of a Change Order that results in a Construction Delay then, such Tenant Improvement at the election of Landlord, the applicable time tables, deadlines, and critical milestones provided in the Work Change Proposal Schedule relating to the Improvements will be extended or advanced by the appropriate number of days and the Work Schedule shall be deemed withdrawnmodified in accordance therewith. If Tenant proceeds with such Additionally, upon approval of a Change Order that requires adjustments, modifications, or revisions to the previously approved Landlord Improvement Plans or the Tenant Improvement Work Change ProposalPlans, then such the Landlord Improvement Plans or the Tenant Improvement Work Change Proposal Plans, as applicable, shall be deemed to be a part of modified and approved in accordance with the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIChange Order.

Change Orders. Tenant Sublessee and Sublessor shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion preparation and approval of the Approved Tenant Improvement Construction Documents Project Plans. Any such change proposals requested by Sublessee or Sublessor after the delivery and approval by Sublessee of the Project Plans shall be requested and instituted in accordance with the provisions of this Exhibit D and shall be subject to the written approval of the other party, such approval not to be unreasonably withheld, conditioned or delayed. If Sublessee wishes to request changes to the Project Plans (each“Changes”), Sublessee shall request such Changes by notifying Sublessor in writing (a "Tenant Improvement Work “Change Proposal"”), which Change Proposal shall detail the nature and extent of any such Change. Landlord agrees Sublessor shall, before proceeding with any Change, use diligent efforts to respond to any such Tenant Improvement Work Change Proposal within such time Sublessee as soon as is reasonably necessary, but no more than five possible and advise Sublessee of any anticipated increase in costs (5including architectural and engineering fees) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work “Change Order Costs”) associated with such Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown Sublessee Delay which would likely result in the Tenant Improvement completion of Sublessor’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("Landlord's Tenant Improvement Work “Sublessor’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant Sublessee shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Sublessor’s Change Order Response. If Tenant Sublessee fails to respond to Landlord's Tenant Improvement Work Sublessor’s Change Order Response within such five (5) business day period, such Tenant Improvement Work the Change Proposal shall be deemed withdrawn. If Tenant proceeds with Sublessee approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order to be instituted. Sublessee shall reimburse Sublessor for Change Order Costs actually incurred by Sublessor as a part result of a Change Order, but only to the extent such Change Order Costs result in the cost of Sublessee’s Improvements to exceed the Construction Allowance. If Sublessor wishes to request Changes, Sublessor shall provide Sublessee with a Change Proposal, which Change Proposal shall detail the nature and extent of any such Change, together with all plans, drawings, specifications and other documentation necessary to show or describe the proposed Change. Sublessor shall advise Sublessee of any anticipated cost savings or cost increases associated with such Change Proposal, as well as an estimate of any delay (or time savings, if applicable) which would likely result in the completion of Sublessor’s Work if the Change Proposal is instituted. Sublessee shall have the right to disapprove a Change Proposal if (i) the Change could reasonably be expected to result in a delay in Substantial Completion or an extension of the Approved Tenant Improvement Construction Documents Delivery Date, (ii) the Change could reasonably be expected to result in a decrease in quality or value of the Building or an increase in the cost to operate or maintain the Building, or (iii) the Change involves a substitution of materials, equipment or finishes that are of a lesser quality, value or utility than those previously specified in the Project Plans. Sublessee shall, within five (5) days (or such additional reasonable period of time as is necessary for Sublessee to properly evaluate the purposes Change given its nature and complexity) after the delivery of this Article IIIsuch Change Proposal, notify Sublessor whether it approves or rejects the Change. If Sublessee approves the Change Proposal, then such Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order to be instituted. If Sublessee disapproves the Change, then Sublessee’s notice to Sublessor shall be accompanied by Sublessee’s reasons for such disapproval along with recommendations, changes or modifications (if any) that would make the Change acceptable to Sublessee. After receipt of Xxxxxxxxx’s rejection notice, Sublessor shall either withdraw the Change Proposal or modify the same in accordance with Sublessee’s recommendations and resubmit the same for Sublessee’s approval. If Sublessee approves such resubmitted Change Proposal, such Change Proposal shall be deemed a “Change Order” and Sublessor shall cause the Change Order to be instituted.

Change Orders. In the event Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall have deliver written notice (the right“Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance herewith, to submit with Landlord’s rights under Section 3.3 of this Additional Premises Work Letter) specifying in reasonably sufficient detail the reasons for Landlord's ’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval change proposals subsequent to the completion or disapproval of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five three (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (53) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). period, Tenant shall have the right to then proceed provide Landlord with or withdraw a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE SECOND AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Improvement Work Change Proposal Second Request within five (5) business days after receipt of by Landlord's , the Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal change in question shall be deemed withdrawnapproved by Landlord. If Tenant proceeds with shall pay all additional costs and fees, if any, attributable to such Tenant Improvement Work Change ProposalChange, then such Tenant Improvement Work Change Proposal shall be deemed subject to be a part application of the Approved Tenant Additional Improvement Construction Documents for the purposes of this Article IIIAllowance.

Change Orders. If Tenant requests any change, addition, alteration or deletion in the tenant improvement work following approval of the design development documents, then Landlord shall have promptly give Tenant a written estimate of the rightcost, if any, of the professional and other services required to prepare a change order and the time delay expected, if any, because of such request. If Tenant, in accordance herewithwriting, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any approved such Tenant Improvement Work Change Proposal cost and/or delay within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless then Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right change order prepared, and the cost thereof shall be charged to the tenant improvement allowance, or, if the tenant improvement allowance was not sufficient to cover the cost to prepare the change order, then proceed Tenant shall promptly forward a check made payable to Landlord. The delay, if any, associated with the change order request shall extend Landlord's time for completion of the tenant improvements. Promptly upon the completion of a change order, Landlord shall notify Tenant in writing of the cost which would be chargeable or withdraw such creditable to Tenant Improvement Work Change Proposal by reason of the change order and the time delay expected because of the change order. Tenant shall, within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsedays, notify Landlord in writing whether it desires to proceed with the change order. If Tenant fails notifies Landlord that it desires to respond proceed with the change order, then the cost thereof shall be appropriately charged or credited to the tenant improvement allowance, or if the tenant improvement allowance is not sufficient to cover the cost of the change order, then Tenant shall forward a check made payable to Landlord in the amount of the change order cost upon completion of the change order work. The delay, if any, associated with the change order work shall extend Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part time for completion of the Approved Tenant Improvement Construction Documents for the purposes tenant improvements. LEASE EXHIBIT F [Acknowledgment of this Article III.Commencement Date] To be inserted in final contract when proposal accepted; will include Scope of Work Specifications, Attachment #4 LEASE EXHIBIT G [Security Service] To be inserted in final contract when proposal accepted; will include Scope of Work Specifications set forth in RFP, Attachment #4 LEASE EXHIBIT H JANITORIAL SERVICES REQUIRED

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent with respect to items of work not shown on the completion of the Approved Tenant Improvement Construction Documents Plans (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after the submission thereof by Tenant, advising Tenant of any anticipated increase in costs, which costs shall include a construction management fee equal to four percent (4%) of the Change Proposal (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). With respect to Change Proposals for which a response cannot reasonably be developed within five (5) business days, Landlord shall within the five business-day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have the right to then approve or withdraw such Change Proposal within five (5) days after receipt of Landlord's Tenant Improvement Work ’s Change Order ResponseResponse (or Landlord’s notice that a Change Proposal could not be evaluated within the five business-day response period set forth above). If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work approves Landlord’s Change ProposalOrder Response, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes Plan Excess Costs are paid as set forth in Section 1.5 of this Article IIIWork Agreement.

Change Orders. Tenant shall After the CD’s have the rightbeen finalized pursuant to subparagraph (b) above, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with request changes to the CD’s at any time following the date hereof by way of written change order (each, a “Change Order”, and collectively, “Change Orders”). Provided such Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Change Order (the “Change Order Memorandum of Agreement”). Said cost shall include a fee equal to ten percent (10%) payable to Landlord (or withdraw such its subsidiary or affiliate) as general contractor, and any applicable architectural and engineering fees. Tenant Improvement Work Change Proposal shall, within five (5) business days after following Tenant’s receipt of Landlord's Tenant Improvement Work the Change Order ResponseMemorandum of Agreement, either (a) execute and return the Change Order Memorandum of Agreement to Landlord, or (b) retract its request for the Change Order. If the cost to construct the Tenant fails to respond to Landlord's Tenant Improvement Work Improvements will increase as a result of a Change Order, as set forth in the Change Order Response Memorandum of Agreement (an “Increase”), Tenant shall pay to Landlord (or Landlord’s designee), (i) fifty percent (50%) of such Increase within such five ten (510) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part days following execution of the Approved Change Order Memorandum of Agreement, and (ii) the remaining fifty percent (50%) of such Increase within ten (10) days following Substantial Completion of the Tenant Improvement Construction Documents Improvements. Landlord shall not be obligated to commence any work set forth in a Change Order until such time as tenant has delivered to Landlord the Change Order Memorandum of Agreement executed by Tenant and, if applicable, Tenant has paid Landlord for said Change Order in accordance with the purposes of this Article IIIterms outline above.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's Following Tenant’s approval change proposals subsequent to the completion of the Approved Working Drawings, Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). may only request that Landlord agrees make changes to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as pursuant to the amount terms, conditions and procedures set forth in this Section 6. Upon Tenant’s request and Tenant’s submission of additional time that will be necessary, the necessary information and/or plans and specifications for any changes or the fact that the information provided by Tenant in additions to the Tenant Improvement Work (“Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth hereinOrder Work”), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's ’s reasonable approval of the Tenant Improvement Work Change Proposal Order Work, Landlord will cause its contractors to perform the Change Order Work, at Tenant’s sole cost and determination that none expense, subject only to the application of any unspent portion(s) of the items shown thereon are TI Allowance. Prior to be removed commencing any Change Order Work requested by Tenant, Landlord will submit to Tenant at the expiration or earlier termination a written statement of the Term)additional cost or cost savings, if any, associated with the Change Order Work and, if known, whether the Change Order Work would reasonably result in any delay in the Scheduled Completion Date, Concurrently with this statement, Landlord also will submit To Tenant a proposed tenant change order (“Tenant Change Order”) for the Change Order Work. Tenant shall have will execute and deliver to Landlord the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responseand, subject only to the TI Allowance, will pay Landlord the entire remaining cost of the Tenant Change Order as Additional Rent pursuant to Paragraph 2(b), above. If Tenant fails to respond to Landlord's execute and deliver the Tenant Improvement Work Change Order Response or pay the entire cost of the Change Order Work which is in excess of the TI Allowance within such five (5) business day the applicable period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part Landlord will not perform any of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIChange Order Work.

Change Orders. Tenant Once the Contract Documents have been approved by Landlord and Tenant, no Tenant-requested changes shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent be made to the Contract Documents (“Change Orders”) without the prior written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed to the extent that Landlord determines that such change does not include any work that will or may (i) delay the substantial completion of the Approved Tenant Improvement Construction Documents Improvements, (eachii) affect the base Building structure, a "Tenant Improvement Work Change Proposal"). (iii) adversely affect any base Building system or (iv) be or become visible from outside the Premises, in which event Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed grant or deny Landlord’s consent to such change in Landlord’s sole and absolute discretion. All requests for Change Orders shall be in writing. Landlord shall not be responsible for any delay in occupancy by Tenant of the Second Additional Premises, nor shall the Second Additional Premises Commencement Date be delayed, because of any changes to the Tenant’s Plans requested by Tenant after approval by Landlord and Tenant. Tenant shall be required to pay the costs incurred in connection with or withdraw such Tenant Improvement Work Change Proposal any changes to the Tenant’s Plans to Landlord, in full, within five ten (510) business days after receipt of Landlord's invoice. Any costs payable by Tenant Improvement to Landlord under this Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Agreement shall be deemed to be Additional Rent under the Lease, and in the event of any default by Tenant in any payment thereof, Landlord shall (in addition to all other rights and remedies) have the same rights and remedies arising under the Lease in the event of a part default regarding the payment of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIRent.

Change Orders. If Tenant requests any changes to the Plans & Specifications, Landlord shall not unreasonably withhold its consent to any such changes, provided the changes do not adversely affect the Building Structure, any of the Building Systems, or the appearance or value of the Building (any such change requested by Tenant and consented to by Landlord is hereinafter referred to as a “Change Order”). If any Change Order increases the cost of constructing Landlord’s Work, Tenant shall have the rightbear such cost, in accordance herewithand shall pay to Landlord, pursuant to submit terms of any such contract for Landlord's approval change proposals subsequent to the completion of such Change Order, within twenty (20) days after demand for payment. Any such Change Order shall indicate the Approved additional cost to be paid by the Tenant Improvement Construction Documents (each, and shall include a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope 10% of the Tenant Improvement Work “hard” cost component of the Change Proposal, together with Landlord's good faith estimate Order as an administrative fee to the amount of additional compensate Landlord for its time that will be necessary, or the fact that the information provided by Tenant and effort in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent connection with the design, cost and construction schedule for the Base Building Change Order. If any Change Order delays Landlord’s completion of Landlord’s Work, as well as specifying (subject then such delay shall constitute a Tenant Delay. As a condition to performing the terms of Section 5.2 below) whether any alterationsapplicable Change Order, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant Landlord shall have the right to require Tenant to agree in advance to the period by which completion of Landlord’s Work will be delayed as a result of such Change Order, and if Landlord and Tenant are unable to reasonably agree, then proceed with or withdraw such Landlord shall not be obligated to perform the Change Order in question. Tenant Improvement Work Change Proposal within shall have five (5) business days after from receipt of Landlord's Tenant Improvement Work this information from Landlord to advise Landlord to proceed with the Change Order Responseor to withdraw the request. If Any other actions of Tenant, or inaction by Tenant fails (including the failure by Tenant to respond to Landlord's Tenant Improvement Work timely pay for the cost of any Change Order Response within such five (5or to unreasonably withhold consent to the Plans & Specifications) business day period, such which delay Landlord in completing Landlord’s Work shall also constitute a Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

Change Orders. In the event Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall have deliver written notice (the right“Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance herewith, to submit with Landlord’s rights under Section 3.3 of this Tenant Work Letter) specifying in reasonably sufficient detail the reasons for Landlord's ’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval change proposals subsequent to the completion or disapproval of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five three (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (53) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). period, Tenant shall have the right to then proceed provide Landlord with or withdraw a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Improvement Work Change Proposal Second Request within five (5) business days after receipt of by Landlord's , the Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal change in question shall be deemed withdrawnapproved by Landlord. If Tenant proceeds with shall pay all additional costs and fees, if any, attributable to such Tenant Improvement Work Change ProposalChange, then such subject to application of the Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIAllowance.

Change Orders. In the event Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall have deliver written notice (the right“Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance herewith, to submit with Landlord’s rights under Section 3.3 of this Expansion Premises Work Letter) specifying in reasonably sufficient detail the reasons for Landlord's ’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval change proposals subsequent to the completion or disapproval of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five three (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (53) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). period, Tenant shall have the right to then proceed provide Landlord with or withdraw a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE FIRST AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Improvement Work Change Proposal Second Request within five (5) business days after receipt of by Landlord's , the Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal change in question shall be deemed withdrawnapproved by Landlord. If Tenant proceeds with shall pay all additional costs and fees, if any, attributable to such Tenant Improvement Work Change ProposalChange, then such Tenant Improvement Work Change Proposal shall be deemed subject to be a part application of the Approved Tenant Expansion Improvement Construction Documents for the purposes of this Article IIIAllowance.

Change Orders. If Tenant requests any change, addition, alteration or deletion in the tenant improvement work following approval of the design development documents, then Landlord shall have promptly give Tenant a written estimate of the rightcost, if any, of the professional and other services required to prepare a change order and the time delay expected, if any, because of such request. If Tenant, in accordance herewithwriting, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any approved such Tenant Improvement Work Change Proposal cost and/or delay within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless then Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right change order prepared, and the cost thereof shall be charged to the tenant improvement allowance, or, if the tenant improvement allowance was not sufficient to cover the cost to prepare the change order, then proceed Tenant shall promptly forward a check made payable to Landlord. The delay, if any, associated with the change order request shall extend Landlord's time for completion of the tenant improvements. Promptly upon the completion of a change order, Landlord shall notify Tenant in writing of the cost which would be chargeable or withdraw such creditable to Tenant Improvement Work Change Proposal by reason of the change order and the time delay expected because of the change order. Tenant shall, within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsedays, notify Landlord in writing whether it desires to proceed with the change order. If Tenant fails notifies Landlord that it desires to respond proceed with the change order, then the cost thereof shall be appropriately charged or credited to the tenant improvement allowance, or if the tenant improvement allowance is not sufficient to cover the cost of the change order, then Tenant shall forward a check made payable to Landlord in the amount of the change order cost upon completion of the change order work. The delay, if any, associated with the change order work shall extend Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part time for completion of the Approved Tenant Improvement tenant improvements. LEASE [Attach Building Plans and Specifications] To be inserted in final contract when proposal accepted; will include Scope of Work Specifications set forth in RFP, Attachment #4 LEASE [Attach Construction Documents for the purposes Schedule] To be inserted in final contract when proposal accepted; will include Scope of this Article III.Work Specifications set forth in RFP, Attachment #4 LEASE ATTACHMENT C-3 [Form of Bond] To be inserted in final contract when proposal accepted; will include Scope of Work Specifications set forth in RFP, Attachment #4 LEASE [Schematic Design Documents] To be inserted in final contract when proposal accepted; will include Scope of Work Specifications set forth in RFP, Attachment #4 LEASE ATTACHMENT C-5 [Preliminary Estimate of Construction Costs and Schedule] To be inserted in final contract when proposal accepted; will include Scope of Work Specifications set forth in RFP, Attachment #4 LEASE EXHIBIT D [OPTION SPACE AND EXPANSION SPACE] To be inserted in final contract when proposal accepted ; will include Scope of Work Specifications, Attachment #4 LEASE EXHIBIT E LEASEHOLD IMPROVEMENT AGREEMENT FOR OPTION SPACE AND EXPANSION SPACE

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent with respect to items of work not shown on the completion of the Approved Tenant Improvement Construction Documents Plans (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items anticipated increase in costs which Landlord in good faith reasonably believes are inconsistent costs shall include a construction management fee equal to 4% of the Change Proposal (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work approves Landlord’s Change ProposalOrder Response, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes Plan Excess Costs are paid as set forth in Section 1.5 of this Article IIIWork Agreement.

Change Orders. As used herein, the term "Change Order" shall mean (A) a written order from Landlord which Landlord determines is necessary to carry out the approved design and construction of the Base Building Improvements, whether due to any mistake or omission in, or clarification of, the Design Documents, or (B) a written order to Landlord from Tenant requesting or authorizing a Change in Landlord's Work or an adjustment of the Progress Schedule. If Tenant requests any change order for the Base Building Improvements, Landlord shall submit all such Change Orders with plans, specifications, pricing and a schedule of values if appropriate to Tenant for its review and approval. No Change Order for a change in the Base Building Improvements requested by Tenant shall have the right, in accordance herewith, to submit for be effective unless approved by Landlord's Representative and Tenant's Representative in writing, such approval change proposals subsequent not to be unreasonably withheld or delayed. Tenant shall pay an amount equal to all costs directly incurred by Landlord as a result of any Change Orders signed by Tenant and Landlord affecting Landlord's Work or the Base Building Improvements, including the cost to Landlord of Landlord's Contractor's overhead and profit equal to 10% of those costs exclusive of overhead and profit. Amounts due and payable on account of such Change Orders shall be paid within fifteen (15) days of billing therefor, and in all events by the Substantial Completion Date. If, however, Tenant has elected to have Landlord advance the Tenant Allowance, amounts due and payable by Tenant on account of such Change Orders may be applied to the extent of the unadvanced balance, if any, of the Tenant Allowance. After completion of the Approved Base Building Improvements, Landlord shall deliver a set of as built plans for the Base Building Improvements to Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal")upon Landlord's receipt thereof. Landlord agrees to respond to any such provide Tenant Improvement Work with copies of all Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule Orders for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Improvements from Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after the receipt thereof to review and approve or disapprove of Landlord's any such Change Orders. Tenant Improvement Work may disapprove a Change Order Responsefrom Landlord only if such Change Order would materially and adversely affect Base Building Improvements. If Tenant fails to respond to Landlorddoes not notify Landlord of Tenant's Tenant Improvement Work Change Order Response disapproval within such five (5) five-business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIhave approved such Change Order.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work request in writing that Landlord make changes to the Plans and Specifications from time to time by way of written change orders (each, a “Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Order”, and collectively, the “Change Orders”). Any requested Change Order Response. If Tenant fails to respond shall be subject to Landlord's ’s prior written consent, which consent shall not be unreasonably withheld. Without limiting the foregoing, Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal acknowledges that Landlord shall be deemed to be have reasonably withheld its consent if Tenant’s requested Change Order is structural in nature, materially alters the Building shell, or increases the scope of work relative to the Building shell from that contemplated in Exhibit “B” hereto, or if the Change Order will delay Substantial Completion beyond the Target Commencement Date. Provided such Change Order is reasonably acceptable to Landlord, Landlord shall in good faith prepare and submit promptly to Tenant a part memorandum setting forth the impact on cost and schedule resulting from said Change Order (the “Change Order Memorandum of Agreement”). Tenant shall, within three (3) business days following Tenant’s receipt of the Approved Tenant Improvement Construction Documents Change Order Memorandum of Agreement, either (i) execute and return the Change Order Memorandum of Agreement to Landlord, or (ii) retract its request for the purposes Change Order. Fifty percent (50%) of any increase in the cost of the Work as evidenced in executed Change Order Memorandum of Agreements (except that relative to the Office Work, the landscape and the patio area, only to the extent such increase causes the total cost of such Work to exceed the applicable Allowance) resulting from Change Orders shall be paid by Tenant to Landlord on a monthly basis within fifteen (15) days after Tenant’s receipt of an invoice therefor, which invoice shall reflect all cost increases and decreases pursuant to all Change Order Memorandum of Agreements entered into during the prior month, and which invoice shall net out any increases and decreases resulting from such Change Order Memorandum of Agreements, and fifty percent (50%) shall be paid by Tenant following Substantial Completion of the work covered in the Change Orders and within thirty (30) days of Landlord’s request therefor. Tenant’s failure to deliver the payments required in this Article IIIparagraph shall entitle Landlord to stop the construction and installation of the applicable portion of the Work until such payment is received, and any resulting delay in the Target Commencement Date shall constitute a Tenant Delay hereunder. In addition, all delinquent payments shall accrue interest at the Interest Rate. If, subsequent to all Change Order Memorandum of Agreements entered into, Landlord’s cost to construct the Office Work, the landscaping and the patio area is decreased from that set forth in the Cost Statement, such savings shall be added to the Allowance and paid by Landlord to Tenant as set forth Section 2.02D above.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with request in writing that Landlord make changes from time to time in the Final Plans (each, a “Change Order”, and collectively, “Change Orders”), and Landlord shall not unreasonably refuse to do so. Provided such Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth Landlord’s estimate of the impact on cost and the delay in the construction schedule resulting from said Change Order, including the reason for such delay, if any, (a “Change Order Cost and Schedule Estimate”) as soon as reasonably practicable after Tenant’s request, and Tenant may, by providing written notice, accept or withdraw such Tenant Improvement Work reject the Change Proposal Order Cost and Schedule Estimate within five (5) business days after Tenant’s receipt of Landlord's Tenant Improvement Work the Change Order ResponseCost and Schedule Estimate. If Tenant fails to respond to Landlord's Tenant Improvement Work rejects the Change Order Response Cost and Schedule Estimate or if Tenant does not accept the Change Order Cost and Schedule Estimate within such five (5) -business day period, such Tenant Improvement Work the Change Proposal Order shall be deemed withdrawnrescinded. If Upon Tenant’s acceptance of a Change Order Cost and Schedule Estimate that results in an increase in the cost of the Tenant proceeds with Improvements, such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal increase shall be deemed payable by Tenant to be Landlord as mutually agreed by the parties. Upon Tenant’s acceptance of a part Change Order Cost and Schedule Estimate that results in an extension in the schedule of the Approved Tenant Improvement Construction Documents for Improvements, such increase in time shall automatically extend the purposes Target Delivery Date by the same number of this Article IIIdays accepted in the Change Order Cost and Schedule Estimate.

Change Orders. In the event Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall have deliver written notice (the right“Drawing Change Notice”) of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in detail the proposed changes (the “Tenant Change”) Tenant desires to make to the Approved Working Drawings. Within three (3) business days following receipt of a Drawing Change Notice, Landlord shall deliver written notice to Tenant of either (i) Landlord’s approval of the proposed Tenant Change, or (ii) its disapproval of the proposed Tenant Change (not to be unreasonably withheld, conditioned or delayed, in accordance herewith, to submit with Landlord’s rights under Section 3.3 of this Suite 400 Expansion Premises Work Letter) specifying in reasonably sufficient detail the reasons for Landlord's ’s disapproval. If Landlord fails to notify Tenant of Landlord’s approval change proposals subsequent to the completion or disapproval of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five three (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (53) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). period, Tenant shall have the right to then proceed provide Landlord with or withdraw a second written request for approval (a “Tenant Change Second Request”) that specifically identifies the Tenant Change and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE THIRD AMENDMENT TO LEASE. IF Landlord’s initials /s/ K.W. Tenant’s initials /s/ B.R. CHINA BASIN EXHIBIT B Third Amendment 8 Lyft, Inc. LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE.” If Landlord fails to respond to such Tenant Improvement Work Change Proposal Second Request within five (5) business days after receipt of by Landlord's , the Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal change in question shall be deemed withdrawnapproved by Landlord. If Tenant proceeds with shall pay all additional costs and fees, if any, attributable to such Tenant Improvement Work Change ProposalChange, then such Tenant Improvement Work Change Proposal shall be deemed subject to be a part application of the Approved Tenant Suite 400 Improvement Construction Documents for the purposes of this Article IIIAllowance.

Change Orders. If, prior to the Delivery Date, Tenant desires changes to the Final Construction Plans, Tenant shall have the right, in accordance herewith, make written request to submit for Landlord's approval change proposals subsequent Landlord to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal")make such changes. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than Within five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due Business Days of Landlord’s receipt of Tenant’s request for changes to the nature Final Construction Plans, Greek and scope the Landlord will review the changes requested and Landlord shall notify Tenant in writing (“Change Order”) of any increase or decrease in the cost of the Project, and any extension of the date estimated as the Delivery Date stated on the Development Schedule (the “Estimated Delivery Date”) which results from Tenant’s request for changes (Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact acknowledges that the information provided by latter shall constitute a component of Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the TermDelays). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal notify Landlord within five three (53) business days after Business Days following its receipt of Landlord's Tenant Improvement Work the Change Order Responseof its approval or rejection of the Change Order. If Tenant fails to respond to Landlord's Tenant Improvement Work rejects the Change Order Response within such five (5) business day periodOrder, such Tenant Improvement Work the Change Proposal Orders shall be deemed withdrawnwithdrawn unless the rejection notice includes requested changes. If Tenant proceeds with such Tenant Improvement Work changes are requested the process shall continue as though it were a new request for Change ProposalOrders. Notwithstanding the foregoing, then such Tenant Improvement Work Change Proposal Orders shall not be permitted if the proposed change (i) adversely affects the structural components or systems of the Building; (ii) violates any legal requirements, zoning or restrictive covenants, or (iii) would adversely affect the value of the Building in Landlord’s reasonable determination. Any and all costs, fees and expenses incurred by Landlord to change the Final Construction Plans and to incorporate the changes to the Project contemplated under the Change Order shall be deemed at Tenant’s sole cost and expense, except Tenant shall not be liable for any construction overruns that are not directly tied to a Tenant change request. The cost of Change Orders shall be a part the sum of: (x) the actual cost incurred by the Landlord for the Change Order; (y) actual increase in costs of liability insurance, builders risk insurance and bonds (if any) resulting from such Change Order, and (z) Landlord and Greek general conditions and overhead of ten percent (10%) of the Approved total of (x) and (y). Tenant Improvement Construction Documents shall pay for the purposes cumulative cost of this Article IIIany Change Order, which payment shall be made when work on the applicable Change Order progresses.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the Upon Tenant’s request and submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature at Tenant’s sole cost and scope expense) of the necessary information and/or plans and specifications for changes in Landlord’s Construction Work from that specified in the Construction Plans (“Changes”), Landlord may, at its election, incorporate such Changes into Landlord’s Construction Work, at Tenant’s sole cost and expense if the Changes increase Landlord’s Work Costs. Landlord’s consent to Changes shall not be unreasonably withheld; provided, however, prior to commencing any Changes in Landlord’s Construction Work requested by Tenant, Landlord shall submit to Tenant Improvement a written statement of the cost of such Changes and overhead and a proposed Tenant Extra Order (the “TEO”) for such Changes in the standard form then in use by Landlord. If Tenant shall fail to enter into such TEO within one week after Tenant’s receipt thereof, Landlord may proceed to do only Landlord’s Construction Work Change Proposalas specified in the Construction Plans. Tenant agrees to pay to Landlord, concurrently with its execution of the TEO, the entire net increase in “Cost of the Changes” as shown in the statement delivered by Landlord. As used herein “Cost of Changes” shall include, without limitation, the actual construction cost plus design costs and permit fees, together with Landlord's good faith estimate as an administrative fee to Landlord equal to 5% of the amount other Cost of additional time that will Changes. Landlord shall not be necessaryrequired to consent to any Changes which would result in a postponement of the Commencement Date, or the fact unless Tenant agrees that the information provided by Tenant in Commencement Date will occur on the Tenant Improvement Work Change Proposal is insufficient date it would have otherwise occurred, but for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIChanges.

Change Orders. Tenant Borrower shall have not issue any Change Order Request under the rightRova I Turnkey Contract without the prior written approval of the Independent Engineer and Agent at any time that amounts paid or incurred by Borrower pursuant to clause (x) of Section 4.2.2(c) of the Rova I Turnkey Contract exceed in the aggregate $50,000. Borrower shall not issue any Change Order Request under the Rova II Turnkey Contract without the prior written approval of the Independent Engineer and Agent at any time that amounts paid or incurred by Borrower pursuant to clause (x) of Section 4.2.2(c) of the Rova II Turnkey Contract exceed in the aggregate $50,000. Borrower shall not authorize any Work to be commenced or permit the Contractor to commence any Work under or in connection with a Change Order Request (as defined in the Rova I Turnkey Contract and/or the Rova II Turnkey Contract, as applicable) or issue any Owner Authorization (as defined in accordance herewiththe Rova I Turnkey Contract and/or the Rova II Turnkey Contract, to submit for Landlord's as applicable) without the prior written approval change proposals subsequent of the Independent Engineer and Agent. Borrower shall provide to the completion Independent Engineer and Agent promptly upon receipt thereof the Estimates (as defined in the Rova I Turnkey Contract and/or the Rova II Turnkey Contract, as applicable) and the Contractor Parties Response (as defined in the Rova I Turnkey Contract and/or the Rova II Turnkey Contract, as applicable) in connection with any Change Order Request. Borrower shall respond to a Contractor Party Change Notice (as defined in the Rova I Turnkey Contract and/or the Rova II Turnkey Contract, as applicable) on or prior to the Owner Response Date (as defined in the Rova I Turnkey Contract and/or the Rova II Turnkey Contract, as applicable). Borrower shall not permit the Contractor to commence any Work under or in connection with a Contractor Party Change Notice under the Rova I Turnkey Contract without the approval of Agent and the Independent Engineer at any time that amounts paid or incurred by Borrower for Work under or in connection with a Contractor Party Change Orders under the Rova I Turnkey Contract for which a Change Order has not been agreed to exceeds in the aggregate $50,000. Borrower shall not permit the Contractor to commence any Work under or in connection with Contractor Party Change Notice under the Rova II Turnkey Contract without the approval of Agent and the Independent Engineer at any time that amounts paid or incurred by Borrower for Work under or in connection with Contractor Party Change Orders under the Rova II Turnkey Contract for which a Change Order has not been agreed to exceeds in the aggregate $50,000. Borrower shall not agree to a Change Order under the Rova I Turnkey Contract or the Rova II Turnkey Contract without the prior written approval of the Approved Tenant Improvement Construction Documents Independent Engineer and Agent, except for Change Orders which (eachi) do not change the plans and specifications therein in any material respect, (ii) do not postpone or cause a "Tenant Improvement Work Change Proposal"postponement of Rova I Final Completion or Rova II Final Completion beyond the Rova I Required Completion Date and the Rova II Required Completion Date, respectively, (iii) do not alter in any respect the performance guarantees set forth in Article 12 of the Rova I Turnkey Contract and in Article 12 of the Rova II Turnkey Contract or the test methods for determining the capability of the Rova I Facility and the Rova II Facility to meet such performance guarantees and (iv) do not change the cost of construction, the Rova I Contract Price (by more than $200,000 as to any one change or $500,000 in the aggregate) or the Rova II Contract Price (by more than $100,000 as to any one change or $200,000 in the aggregate). Landlord agrees Borrower shall not agree to respond acceptance of defective or non-conforming Work pursuant to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope Section 6.5 of the Tenant Improvement Work Rova I Turnkey Contract or pursuant to Section 6.5 of the Rova II Turnkey Contract without prior written approval of the Independent Engineer and Agent. 160 On the EWG Election Date Borrower shall agree to a binding Change Proposal, together Order with Landlord's good faith estimate Contractor (the “EWG Change Order”) under the Rova II Turnkey Contract pursuant to which the Contract Price (as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant defined in the Tenant Improvement Work Change Proposal Rova II Turnkey Contract) is insufficient reduced by $2,242,000 minus any amounts due and owing to Contractor for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost engineering and construction schedule for of the Base Building Work, Additional Chillers (as well as specifying (subject defined in the Energy Services Agreement) prior to the EWG Approval Date pursuant to the terms of Section 5.2 below) whether any alterationsthe Rova II Turnkey Contract, additions or improvements shown in which amount has been approved by the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIIndependent Engineer.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion Landlord’s approval of the Approved Tenant Improvement Construction Documents Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five ten (510) business days, days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work in the Second Amendment Additional Premises if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response"”). With respect to Change Proposals for which a response cannot reasonably be developed within ten (10) (it being understood and agreed that Landlord's failure to respond days, Landlord shall within said five (5) business the ten-day response period shall be deemed to constitute Landlord's approval advise Tenant of the Tenant Improvement Work steps necessary in order for Landlord to evaluate the Change Order Proposal and determination that none of the items shown thereon are to date upon which Landlord’s Change Order Response will be removed by Tenant at the expiration or earlier termination of the Term)delivered. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of receiving Landlord's Tenant Improvement Work ’s Change Order ResponseResponse (or Landlord’s notice that a Change Proposal could not be evaluated within the ten-day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes of this Article IIIPlan Excess Costs are paid as set forth in Section 1.4.

Change Orders. Tenant shall have the right, in accordance herewith, If Subtenant requests any change or addition to submit for Landlord's Sublandlord’s Work after Subtenant’s approval change proposals subsequent to the completion of the Approved Tenant Improvement Final Construction Documents Drawings (including but not limited a request for an item of Reimbursed Work) (each, a "Tenant Improvement Work “Change Proposal"Order Request”), then Sublandlord shall promptly following Sublandlord’s receipt of the Change Order Request, approve (not to be unreasonably withheld, conditioned or delayed) or disapprove such request (“Sublandlord’s Response Notice”); provided, however, Sublandlord shall not be obligated to approve such Change Order Request if it affects the Building’s structure and systems. Landlord agrees If Sublandlord approves such change order referenced in the Change Order Request (the “Sublandlord Approved Change Order”), Sublandlord shall within Sublandlord’s Response Notice include Sublandlord’s estimate of any anticipated Subtenant Delay, if any, attributable to respond such Sublandlord Approved Change Order, and the anticipated additional expenses attributable to any such Tenant Improvement Work Sublandlord Approved Change Proposal Order, including 5% of the cost of the Sublandlord Approved Change Order for Sublandlord’s overhead and supervision. Subtenant shall have three (3) days following its receipt of the Sublandlord’s Response Notice to agree to proceed with the Sublandlord Approved Change Order. If Subtenant (a) does not desire to proceed with the Sublandlord Approved Change Order or (b) fails to provide a written response to Sublandlord’s Response Notice within such time as is reasonably necessary, but no more than five three (53) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, then Sublandlord shall not be required to perform the same. If Subtenant agrees to proceed with the Sublandlord Approved Change Order, then all additional expenses attributable to such Tenant Improvement Work Sublandlord Approved Change Proposal Order, including 5% of the cost of the Sublandlord Approved Change Order for Sublandlord’s overhead and supervision, shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed payable by Subtenant to be a part Sublandlord within ten (10) days Subtenant’s receipt of an invoice and reasonable supporting back-up information concerning the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIsame.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion Landlord’s approval of the Approved Plans and Tenant’s approval of the Tenant Improvement Construction Documents Plan Excess Costs, if any (each, a "Tenant Improvement Work “Change Proposal"”). Any Change Proposal requesting a change to the Plans shall include design development level plans and specifications, identifying the requested change. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five ten (510) business days, days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure ”). Notwithstanding the foregoing, Landlord will use reasonable efforts to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work any non-material Change Proposal within five (5) business days after receipt submission thereof by Tenant. With respect to Change Proposals for which a response cannot reasonably be developed within ten (10) business days, Landlord shall within the ten (10) business day response period advise Tenant of Landlord's Tenant Improvement Work the steps necessary in order for Landlord to evaluate the Change Order ResponseProposal and the date upon which Landlord’s Change Order Response will be delivered. Tenant shall have the right within five (5) business days after receiving Landlord’s Change Order Response (or Landlord’s notice that a Change Proposal could not be evaluated within the ten (10) business day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Total Project Costs stated in the Total Costs Notice and shall be a part paid in the manner set forth in Section 1.5. Landlord shall not be authorized to make any material changes to the Plans without Tenant’s approval unless such changes are required to comply with Legal Requirements or interpretations of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIILegal Requirements by municipal authorities having jurisdiction over Landlord’s Work.

Change Orders. Tenant shall have the right, may request changes in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work and the Tenant Improvements Work from that provided for in the Base Building Plans and the Tenant Improvements Plans, respectively, by giving Landlord written notice of the proposed change(s) with such details, plans and specifications as reasonably may be required by Landlord. In response to such request by Tenant, Landlord shall, within five Business Days after receipt of such request, provide Tenant with a proposed change order setting forth (i) the change in the Base Building Costs and/or Tenant Improvements Costs due to such change(s), (ii) the expected delay, if any, in achieving Substantial Completion in connection therewith, and (iii) any reasonable conditions imposed by Landlord in connection therewith. Tenant shall, within five Business Days after receipt of a proposed change order, either reject or accept it. If Tenant rejects a proposed change order (or fails to respond within the specified period), the Base Building Work or Tenant Improvements Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterationscase may be, additions or improvements shown in the Tenant Improvement Work Change Proposal must shall not be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsechanged. If Tenant fails approves a proposed change order, then (x) Tenant shall execute the proposed change order and deliver a signed original thereof to respond to Landlord's Tenant Improvement Work Change Order Response Landlord within such the specified five (5) business day Business Day period, such Tenant Improvement Work Change Proposal and (y) the Target Completion Date shall be deemed withdrawnextended for the time period specified in clause (ii) above. If any change order approved by Tenant proceeds with extends the Target Completion Date as provided above, then, to the extent that such Tenant Improvement Work Change Proposalchange order results in a delay of the Commencement Date beyond September 1, then such Tenant Improvement Work Change Proposal 2011, the Base Rent Deferral Period shall be deemed to be a part shortened by the period of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIsuch delay.

Change Orders. No material changes or modifications to the Approved Final Plans shall be made unless by written Change Order signed by Landlord and Xxxxxx. Landlord may make material changes, additions or alterations to the Approved Final Plans only with Xxxxxx’s approval. In addition, Tenant may request changes, additions or alterations to the Approved Final Plans or the Tenant Improvements in accordance with this Section 5.3. If Tenant notifies Landlord of a Tenant Requested Change to the Tenant Improvements or the Approved Final Plans, Landlord shall have ten (10) days to provide Tenant notice of: (i) the length of time Landlord estimates it will take to make such change, addition or alteration, (ii) the costs of such change, addition or alteration, and (ii) whether any delay in delivery of the Sub-Phase or Phase is anticipated as a result thereof and the estimated length of time of such delay. Tenant shall thereafter have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due days to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with approve or withdraw its request for such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsechange. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, Tenant will be deemed to have withdrawn its request. If Tenant does not withdraw its request, then Landlord shall cause a change order to be issued to the Tenant Improvement Construction Contract, implementing the Tenant Requested Change Order. The date of Landlord’s final approval of any Tenant Requested Change or Tenant’s withdrawal or deemed withdrawal of such request is referred to herein as “Tenant Requested Change Determination Date”. The time period between a Tenant Requested Change Date and the Tenant Requested Change Determination Date for such request may constitute a “Tenant Delay” hereunder. Tenant shall pay all costs attributable to a Tenant Requested Change within thirty (30) days after Xxxxxxxx’s request therefor, including out-of-pocket costs incurred by Landlord or Contractor in reviewing proposed Tenant Requested Changes, whether or not such Tenant Requested Change is implemented as a Tenant Requested Change Order, provided that, to the extent funds are available from the Tenant Improvement Allowance for such Sub-Phase, such costs may be paid or reimbursed from such Tenant Improvement Work Change Proposal Allowance. Neither Landlord nor Tenant shall unreasonably withhold approval of any change to the Final Plans that may be deemed withdrawnnecessary to obtain any Permits, or that may be required by city officials or inspectors to comply with code rulings or interpretations. If Tenant proceeds with such shall not instruct or direct Contractor, subcontractors, or any other contractors, materialmen, or suppliers, or others performing the Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIImprovements.

Change Orders. Tenant Lessee may, from time to time, submit to Lessor any written requests for changes or additions to the Construction Documents and/or the Improvements desired by the Lessee in such detail as Lessor may reasonably require (each a "Change Order"), which changes or additions shall have be subject to Lessor's approval, which approval shall not be unreasonably withheld or delayed. Such approval shall include Lessor's written notice to Lessee of (i) the rightnet increase, if any, in accordance herewiththe actual out of-pocket cost to be incurred by Lessor in completing the work associated with the Change Order (the "Change Cost"), to submit for Landlord's approval change proposals subsequent to and (ii) the completion anticipated delays, if any, in completing the work as a result of such Change Order, including the Approved Tenant Improvement Construction Documents processing thereof (each, a the "Tenant Improvement Work Change ProposalDelay"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within Within five (5) business days after Lessee's receipt of Landlordsuch notice, Lessee shall give to Lessor written notice to proceed or not to proceed with the Change Order. Lessee's Tenant Improvement Work notice to proceed with the Change Order Responseshall include a specific written agreement from Lessee to pay to Lessor the Change Cost and written confirmation of Lessee's acceptance of the Change Delay as a Lessee Delay hereunder. If Tenant fails Following the required approvals, upon Lessee's written acceptance of any such Change Order, Lessor shall promptly revise the Construction Documents to respond to Landlord's Tenant Improvement Work incorporate the Change Order Response and shall proceed to complete the Improvements in accordance with the Change Order. Any and all Change Costs approved by Lessee and incurred by Lessor hereunder shall be reimbursed by Lessee to Lessor over the initial ten (10) year term of this Lease in amounts equal to for each year the sum of 10.5% multiplied by the total amount of the Change Costs. Such amounts shall be reimbursed by Lessee to Lessor in equal monthly installments together with the base rent payable by Lessee hereunder. Notwithstanding the foregoing, Lessor shall not be obligated hereby to pay any Change Costs after the total sum of all Change Costs paid by Lessor hereunder causes the total change order to exceed $200,000.00. Any Change Costs which will not be paid by Lessor hereunder shall be paid by Lessee on an item by item basis within ten (10) business days after the date that each such Change Order has been completed by Lessor and Lessor has delivered to Lessee a written invoice for such work. Calculations of any Change Costs shall be subject to audit, verification, and correction, if necessary, by Lessee (who shall have access to the relevant books and records maintained by Lessor for such purpose) without either party being prejudiced by any prior payment thereof; provided that any such audit shall be completed for each Change Order within forty-five (545) business day perioddays after the date of Lessee's receipt of the relevant invoices, statements, and other documents supporting Lessor's calculation of the Change Cost for each such Tenant Improvement Work Change Proposal Order. Any disagreements between Lessor and Lessee regarding the calculation of any Change Costs shall be deemed withdrawn. If Tenant proceeds resolved in accordance with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes procedures set forth in Section l(p) of this Article IIILease.

Change Orders. Tenant If Lessee desires any change in the Approved Final Plans, such changes may only be requested by the delivery to Lessor by Lessee of a proposed written “Change Order” specifically setting forth the requested change. Change Orders shall also include those changes specified in this Work Letter as “Change Orders.” Lessor shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after from the receipt of Landlord's Tenant Improvement Work the proposed Change Order Responseto provide Lessee with the Lessor’s Architect’s disapproval of the proposed change stating the reason(s) for such disapproval, or if Lessor’s Architect approves the proposed change, the following items: (i) an itemized breakdown of any increase in the cost caused by such change (the “Change Order Cost”), (ii) a statement of the number of days of any delay caused by such proposed change (the “Change Order Delay”), and (iii) a statement of the cost of the Change Order Delay (the “Change Order Delay Expense”), which Change Order Delay Expense shall be the product of the number of days of delay multiplied by the estimated daily Base Rent first due under the Lease. Lessee shall then have one (1) business day to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If Tenant Lessee approves these items, Lessor shall promptly execute the Change Order and cause the appropriate changes to the Approved Final Plans to be made. If Lessee fails to respond to Landlord's Tenant Improvement Work Change Order Response Lessor within such five said one (51) business day period, such Tenant Improvement Work the Change Proposal Order Cost, the Change Order Delay and the Change Order Delay Expense shall be deemed withdrawndisapproved by Lessee and Lessor shall have no further obligation to perform any work set forth in the proposed Change Order. If Tenant proceeds The Change Order Cost shall include all costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by Lessor’s Architect and Lessor’s Contractor, respectively, together with a four percent (4%) fee of these costs as reimbursement for the expense of administration and coordination of such Tenant Improvement Work Change ProposalOrder by Lessor. The Change Order Delay shall include all delays caused by the Change Order, then including, without limitation, all design and construction delays, as reasonably determined by Lessor’s Architect and Lessor’s Contractor. Lessee shall pay Lessor for such Tenant Improvement Work Change Proposal Order Costs and the Change Order Delay Expenses within fifteen (15) days following Lessor’s delivery to Lessee of a request for payment (which request for payment shall contain reasonable supporting documentation including vendor or contractor invoices and details of costs covered by such request for payment). Lessor shall have no obligation to commence with the applicable Change Order until it receives Lessee’s approval of the Change Order (including Lessee’s approval of the Change Order Cost and the Change Order Delay Expense). Any delay in revising the Approved Final Plans or in constructing the Improvements resulting from Lessee’s failure to timely pay the applicable Change Order Cost and Change Order Delay Expense, as set forth above, shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIILessee Delay.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion Landlord’s approval of the Approved Tenant Improvement Construction Documents Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five ten (510) business days, days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response"”). With respect to Change Proposals for which a response cannot reasonably be developed within ten (10) (it being understood and agreed that Landlord's failure to respond days, Landlord shall within said five (5) business the ten-day response period shall be deemed to constitute Landlord's approval advise Tenant of the Tenant Improvement Work steps necessary in order for Landlord to evaluate the Change Order Proposal and determination that none of the items shown thereon are to date upon which Landlord’s Change Order Response will be removed by Tenant at the expiration or earlier termination of the Term)delivered. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of receiving Landlord's Tenant Improvement Work ’s Change Order ResponseResponse (or Landlord’s notice that a Change Proposal could not be evaluated within the ten-day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes of this Article IIIPlan Excess Costs are paid as set forth in Section 1.5.

Change Orders. Tenant 5.1 NSI may, at any time during the term of this Agreement, request changes in the Work within the general scope of this Agreement (consisting of additions, deletions or other revisions) by written communication to HPD. HPD shall, within seven days thereafter, provide NSI with a written acknowledgment of such request. Thereafter, HPD shall, with reasonable promptness, provide NSI with a written proposal for incorporating the requested change into the Project, which in no event shall have be later than 30 days from the rightdate of the request by NSI or such longer as may be required to identify such a change The proposal submitted by HPD shall include any adjustment in the Contract Sum, in accordance herewithEstimated Project Cost, HPD Fixed Fee, the Performance Guarantees, the Milestone Payment Schedule and/or the Scheduled Mechanical Completion Date. Such proposal shall be the basis for the negotiation of the corresponding Change Order, but if no such proposal or request for additional time required to submit for Landlord's approval change proposals subsequent to such proposal is received within the completion of the Approved Tenant Improvement Construction Documents (eachtime provided in this section, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period then HPD shall be deemed to constitute Landlord's approval have agreed to perform the changes in the Work at no additional time or cost to NSI If such change in the Work requires the performance of additional on-site engineering services time for the commissioning of the Tenant Improvement Work Change Proposal and determination that none Project, such services shall be performed at the rate set forth at Exhibit “C”. If NSI agrees with the terms of the items shown thereon are to be removed proposal submitted by Tenant at HPD, the expiration or earlier termination Parties shall execute a Change Order reflecting the requested change in the Work and the proposed adjustments, if any, in the Contract Sum, Estimated Project Cost, HPD Fixed Fee, the Performance Guarantees, the Milestone Payment Schedule and/or the Scheduled Mechanical Completion Date. In the event NSI disagrees with any of the Term). Tenant terms of the proposal submitted by HPD, NSI may submit such disagreement to the dispute resolution process set forth in Article 12; provided, however, (i) under no circumstances (even pursuant to the dispute resolution process) shall have HPD be obligated to accept any change in the right Work proposed by NSI if HPD believes that such change will impact the ability of HPD to then achieve the Performance Guarantees; and (ii) under no circumstances, except HPD’s deemed acceptance of NSI’s proposal, shall HPD be obligated to proceed with or withdraw such Tenant Improvement a requested change in the Work unless and until the Parties execute a mutually acceptable Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIOrder.

Change Orders. Tenant may authorize changes in the work during construction only by written instructions to Landlord, or its designated representative, on a form approved by Landlord. All such changes will be subject to Landlord's prior written approval, which shall be approved or disapproved by Landlord in its discretion, which discretion shall be exercised reasonably, within three (3) Business Days of receipt. Prior to commencing any change, Landlord will prepare and deliver to Tenant, for Tenant's approval, a change order (the "Change Order") setting forth the total costs of such change which will include associated architectural, engineering and construction contractor's fees. Within two (2) Business Days after delivery to Tenant of the total costs of the Change Order, Tenant shall have deliver notice of approval, together with a cash payment equal to fifty percent (50%) of the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent cost of the Change Order to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to extent such cost exceeds any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope uncommitted balance of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term Allowance ("Landlord's First Payment"). If Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure fails to respond within said five (5) business day period shall be deemed to constitute Landlorddeliver written notice of Tenant's approval of such Change Order and deliver the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal First Payment within five (5) business days after receipt of delivery by Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall will be deemed to be a part have withdrawn the proposed Change Order and Landlord will not proceed to perform the change. Upon Landlord's receipt of Tenant's approval and First Payment, Contractor will proceed to perform the change. To the extent such cost exceeds any uncommitted balance of the Approved Tenant Improvement Construction Documents for Allowance, forty percent (40%) of the purposes of this Article IIIbalance shall be paid to Landlord in cash within ten (10) days after Substantial Completion and the remaining ten percent (10%) shall be paid in cash within ten (10) days after the punchlist items are completed.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents Notice to Proceed (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant hereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be paid in the same manner as Tenant Plan Excess Costs are paid as set forth in Section 3.4. Notwithstanding the foregoing, if a part Change Order relates to a deletion in any item or component of Work which has not been contracted for or purchased as of the Approved date of Landlord’s receipt of Tenant’s Change Proposal therefore, Tenant Improvement Construction Documents shall only be responsible for the purposes increase in the cost of this Article IIIthe item or component of the Work covered by the Change Order in excess of the deleted item.

Change Orders. Tenant shall have All changes to the right, final Plans must be effected by -------------- written change orders ("Change Orders") in accordance herewith, to submit with the following procedure. Tenant must notify Landlord of all Change Orders. Tenant need not obtain the prior consent of Landlord for Change Orders which do not increase or decrease the cost of the Work by more than five thousand dollars ($5,000). Tenant must obtain Landlord's approval change proposals subsequent consent to Change Orders which increase or decrease the completion cost of the Approved Tenant Improvement Construction Documents Work by more than $5,000 and less than $20,000 prior to issuance of such Change Orders. Landlord will approve or disapprove any such Change Order (eachi) within 48 hours after request for approval, a provided that with respect to Change Orders involving additional work by consultants, preparation of additional drawings or the like ("Tenant Improvement Work Change ProposalExtraordinary Measures"), Tenant notifies Landlord of the cause for the Change Order and the action Tenant is contemplating promptly after Xxxxxx realized that Extraordinary Measures will be required and (ii) within a reasonable period of time if a Change Order involves Extraordinary Tandem Workletter Workltr.5 October 2, 1996 Measures and Xxxxxx fails to give Landlord the notice referred to in clause (i) immediately above. Landlord agrees to respond to must in any such Tenant Improvement Work Change Proposal event, give its approval or disapproval within such time as is reasonably necessary, but no more than five (5) days after receipt of a request for approval. Xxxxxxxx must notify Tenant in writing within eight (8) business days, hours after the submission thereof by Tenant (unless receipt of a request for approval whether Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of will require additional time that will be necessary, for approval or disapproval (up to a maximum of three (3) days beyond the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying initial two (subject to the terms of Section 5.2 below2) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Termdays). Tenant Landlord shall have the right to then proceed with the additional up-to-three (3) days only if, at the time Landlord notifies Tenant in writing this it will require additional time beyond the initial forty-eight (48) hours, Landlord has already delivered to its consultants all material necessary for such consultants to assist Landlord in rendering its approval or withdraw disapproval of the proposed change order. If Landlord has not satisfied the conditions for such extended review period within the initial forty-eight (48) hour period identified above and has not given its approval or disapproval within such initial forty-eight (48) hour period, Landlord shall be deemed to have approved the proposed change order. Tenant Improvement must obtain Landlord's consent to Change Orders which increase or decrease the cost of the Work by more than $20,000 prior to issuance of such Change Proposal Orders. Landlord will notify Tenant of its approval or disapproval within a reasonable period of time, which time period will be shortened if Tenant gives Landlord the notice described in clause (i) above. Landlord must in any event, give its approval or disapproval within five (5) business days after receipt of Landlord's a request for approval. Xxxxxxxx must notify Tenant Improvement Work Change Order Responsein writing within eight (8) business hours after receipt of a request for approval whether Landlord will require additional time for approval or disapproval (up to a maximum of three (3) days beyond the initial two (2) days). Landlord shall have the right to the additional up-to-three (3) days only if, at the time Landlord notifies Tenant in writing this it will require additional time beyond the initial forty-eight (48) hours, Landlord has already delivered to its consultants all material necessary for such consultants to assist Landlord in rendering its approval or disapproval of the proposed change order. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response Landlord has not satisfied the conditions for such extended review period within the initial forty-eight (48) hour period identified above and has not given its approval or disapproval within such five initial forty-eight (548) business day hour period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Landlord shall be deemed to have approved the proposed change order. Tandem Workletter Workltr.5 October 2, 1996 Tenant is liable for all work begun on a change order without Landlord's written approval, for which Landlord does not grant approval. Subject to Paragraph 8 below, Tenant shall be responsible for all cost and expenses attributable to any changes. All delays caused by Xxxxxx initiated change orders, including, without limitation, any stoppage of work during the change order review process, are solely the responsibility of Tenant and shall cause no delay in the commencement date, or payment of rent and performance of other obligations set forth in the Lease. Landlord shall have a part reasonable time to review any such changes and shall not be coerced into approval due to the lateness of Tenant's delivery of the Approved change order or pending commencement of rent. Landlord shall make every attempt to review and/or approve Tenant's change request, so as not to delay construction. In no event shall Landlord's approval, or deemed approval relieve Tenant Improvement Construction Documents for the purposes of this Article IIIits obligations to conform to all applicable rules, regulations and laws.

Change Orders. From time to time after the date of the Lease, Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent may notify Landlord of changes that Tenant proposes be made to the completion of the Approved Tenant Improvement Construction Documents Final Plans (each, a "Tenant Improvement Work “Change Proposal"Order”). Promptly upon Tenant’s delivery to Landlord agrees to respond to any such Tenant Improvement Work of a Change Proposal within such time as is reasonably necessaryOrder, but no more than five (5) business days, after the submission thereof by Landlord shall notify Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary “Change Order Notice”) of both: (i) any estimated increase in the Work Cost due to the nature Change Order, and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant (ii) any estimated delay (an “Estimated Delay”) in the Tenant Improvement Work Change Proposal is insufficient for Scheduled Completion Date if the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)is implemented. Tenant shall have notify Landlord of its final approval or disapproval of the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal Order within five ten (510) business days after receipt of Landlord's Landlord delivers to Tenant Improvement Work the applicable Change Order ResponseNotice (“Change Order Response Period”). If Tenant fails to respond to Landlord's timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the Approved changes specified therein. If Tenant Improvement Construction Documents for timely notifies Landlord of its approval of the purposes Change Order, then, within three (3) business days after the expiration of the applicable Change Order Response Period, Tenant shall pay Landlord the amount of any increase in the Work Cost (as set forth in the applicable Change Order Notice) in accordance with Paragraph 4 of this Article IIIWork Letter; and upon receipt of such payment, Landlord shall implement the changes specified in the Change Order. In such event, however, any delay in the Scheduled Completion Date resulting from the performance of the work described in the relevant Change Order shall be deemed a Delay Event (defined below).

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion Landlord’s approval of the Approved Tenant Improvement Construction Documents Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part “Change Order” hereunder and if the Change Order is made and such Change Order increases the costs of the Tenant Improvement Work in excess of the Approved Tenant Improvement Construction Documents for Plans Cost, then the purposes of this Article IIIChange Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be paid in the same manner as Tenant Plan Excess Costs are paid as set forth in Section 3.6.

Change Orders. Tenant shall have If Garland ISD requires the rightperformance of Services (other than New Services) that are not then being performed, in accordance herewith, to submit for Landlord's approval or requires a change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (eachexisting Services, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due Garland ISD’s Project Manager shall deliver to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Vendor’s Project Manager a Change Order Response") (it being understood and agreed that Landlord's failure specifying the proposed work with sufficient detail to respond within said five (5) business day period shall be deemed enable Vendor to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)evaluate it. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal Vendor, within five (5) business Working Days, or longer as may be mutually agreed between the parties, following the date of receipt of such Change Order, shall provide Garland ISD with an evaluation of the Change Order and a written proposal containing the following: a detailed description of the Vendor Personnel required to perform the requested Services; Specifications (if applicable); upgrade plans, with implementation to commence not later than thirty (30) calendar days after approval thereof, unless otherwise mutually agreed; the timeframe for performance; acceptance criteria; and for New Services, the estimated price for such performance based on the applicable charges set forth in this Agreement. At its option, Garland ISD may request, and Vendor shall provide, a fixed-fee estimate for such change to the Services. Garland ISD may also issue change orders that reduce the scope of the project. Upon receiving a change order for a reduction in scope, Vendor shall deliver to Garland ISD’s Project Manager, within 5 Working Days after receiving the change order, an assessment of the reduction on the overall project and a revised maximum price which reflects the reduced work effort. All Change Orders shall be governed by the terms and conditions of this Agreement, including the hourly rates for consulting services, unless mutually agreed otherwise. Within the reasonable timeframe specified in Vendor’s proposal, which timeframe shall not be less than ten (10) Working Days from the Project Manager’s receipt of Landlord's Tenant Improvement Work such Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work (the “Response Period”), Garland ISD’s Project Manager shall approve the Change Order Response within such five (5) business day periodand forward it to the Vendor. Vendor shall not proceed without a written, such Tenant Improvement Work authorized Change Proposal Order. Vendor shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work promptly commence performing the Services described in the Change Proposal, then such Tenant Improvement Work Order upon receipt of a Change Proposal shall be deemed to be a part Order executed by the authorized representatives of the Approved Tenant Improvement Construction Documents parties. A Change Order shall not become binding upon Garland ISD, and Garland ISD shall not be obligated to pay Vendor for any Services performed unless and until an authorized, written Change Order is issued and purchase order modified prior to the purposes of this Article IIIwork commencing.

Change Orders. Tenant shall have the right, in accordance herewith, to submit Buyer agrees that any request for Landlord's approval changes or alterations (“change proposals subsequent order”) to the completion Premises will be set forth in writing, signed by Buyer, and delivered to Seller or Seller’s approved representative, and that no such change order shall be deemed accepted until agreed to and signed by Seller. Buyer understands that the cost for a requested item might be higher than the pricing offered at the time of contract execution and depending on the scope of work and/or timing of the Approved Tenant Improvement Construction Documents (eachchange requested, a "Tenant Improvement Work Change Proposal")$250 administrative fee will be charged. Landlord agrees No subcontractor, xxxxxxx, or materialman has authority to respond agree on behalf of Seller to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessarychange order. SELLER HAS THE RIGHT TO REFUSE TO MAKE BUYER REQUESTED CHANGES AND/OR ALTERATIONS NOR WILL SELLER BE OBLIGATED TO ACCEPT ANY CHANGE ORDERS REQUESTED WITHIN 30 DAYS OF ANY PROJECTED CLOSING DATE. ALL COSTS RELATED TO ANY CHANGE ORDER MUST BE PAID BY BUYER TO SELLER AT THE TIME THE CHANGE ORDER IS REQUESTED AND ANY SUCH PAYMENT SHALL BE NON-REFUNDABLE. BUYER ALSO SPECIFICALLY ACKNOWLEDGES THAT ANY SELLER APPROVED CHANGE ORDER(S) MAY DELAY THE PROJECTED CLOSING DATE. Buyer acknowledges that any work performed on the Premises pursuant to change orders may not increase the appraised value of the Premises, but no more than five (5) business days, after and Buyer agrees that Seller shall not be responsible if increases in the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary Purchase Price of the Premises due to change orders are not reflected in the nature and scope appraised value of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIPremises.

Change Orders. If Tenant desires any change to the Landlord Improvements, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written "Change Order" specifically setting forth in detail the requested change and the reasons for such requested change. Landlord may accept or reject the Change Order in Landlord’s sole discretion. If the Change Order is approved by Landlord, Landlord shall have ten (10) business days from the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion receipt of the Approved Tenant Improvement Construction Documents proposed Change Order to provide the following items: (each, a) a reasonable summary of any estimated increase in the cost caused by such change ("Tenant Improvement Work Change ProposalOrder Cost"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five ) and (5b) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope statement of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount estimated number of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant days of any items which Landlord in good faith reasonably believes are inconsistent with delay caused by such proposed change (the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order ResponseDelay") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall then have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five three (53) business days after receipt of Landlord's Tenant Improvement Work to approve the Change Order ResponseCost and the Change Order Delay in writing to Landlord. If Tenant approves these items, Tenant shall pay to Landlord the Change Order Cost, if any, within ten (10) days after Landlord’s invoice therefor and any Change Order Delay shall be deemed a Tenant Delay. Landlord shall, promptly upon Tenant’s approval of the Change Order Cost and Change Order Delay, execute the Change Order and cause the appropriate changes to the Landlord Improvements, and if applicable as of such date, the Final Plans to be made. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response Landlord within such five (5) said 3-business day period, such Tenant Improvement Work the Change Proposal Order Cost and the Change Order Delay shall be deemed withdrawndisapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order. If The Change Order Cost shall include all reasonable actual out-of-pocket costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Contractor and other professionals and consultants hired by Landlord and Landlord’s standard construction management fee applicable to such costs. The Change Order Delay shall include all actual unavoidable delays caused by the Change Order, including, without limitation, all design and construction delays, as reasonably determined by the Contractor and other professionals and consultants. Notwithstanding the foregoing, in no event shall Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed permitted to make any changes which would (i) be of a part quality lower than the quality of the Approved Tenant Improvement Construction Documents for Landlord Improvements set forth in the purposes of this Article IIIPreliminary Specifications, Space Plan, or Final Plans; and/or (ii) violate any Applicable Laws.

Change Orders. Tenant shall have AMERALIA may, at any time during the rightterm of this Agreement, request changes in accordance herewiththe Work within the general scope of this Agreement (consisting of additions, deletions or other revisions) by written communication to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (eachHPD. HPD shall, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business daysdays thereafter, after provide AMERALIA with a written acknowledgment of such request. Thereafter, HPD shall with reasonable promptness provide AMERALIA with a written proposal for incorporating the submission thereof by Tenant (unless Landlord has requested change into the Rock School Project. HPD's proposal shall include, if appropriate, an equitable adjustment in the Guaranteed Maximum Price, the Performance Guarantees, the Milestone Payment Schedule and the Scheduled Dates. Such proposal shall be the basis for the negotiation of the corresponding Change Order. If AMERALIA and HPD have previously advised Tenant that agreed on unit prices for any aspects of changed Work, then the unit prices shall be utilized for the pricing of the applicable portion of the proposed change. If AMERALIA agrees with HPD's proposal, the Parties shall execute a longer time period is reasonably necessary due Change Order reflecting the requested change in the Work and the proposed adjustments, if any, in the Guaranteed Maximum Price, the Performance Guarantees, the Milestone Payment Schedule and the Scheduled Dates. In the event AMERALIA disagrees with HPD's proposal, AMERALIA may submit such disagreement to the nature and scope dispute resolution process set forth in Section 12; provided, however, (i) the Parties agree that any adjustment in the Guaranteed Maximum Price which is determined pursuant to a dispute resolution process shall be made on the basis of the Tenant Improvement associated Cost of the Work Change Proposaland Engineering Fee calculated in accordance with Sections 8.1(b) and (c), together with Landlord's good faith estimate as and (ii) under no circumstances (even pursuant to the amount of additional time that will dispute resolution process) shall HPD be necessary, or the fact that the information provided by Tenant obligated to accept any change in the Tenant Improvement Work proposed by AMERALIA if HPD believes that such change will impact HPD's ability to achieve the Performance Guarantees. Under no circumstances shall HPD be obligated to proceed with a requested change in the Work unless and until the Parties execute a mutually acceptable Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Order. Should HPD believe that any instructions, advising Tenant interpretations or communications of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject kind from AMERALIA constitute a change to the terms Rock School Project, then HPD shall notify AMERALIA of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal belief within five (5) business days after receipt HPD becomes aware of Landlord's Tenant Improvement Work Change Order Responsesuch instruction, communication or interpretation. If Tenant fails AMERALIA and HPD shall thereafter attempt to respond arrive at an agreement on whether a change has occurred, and the impact of such change, if any, on the Guaranteed Maximum Price, the Performance Guarantees, the Milestone Payment Schedule and the Scheduled Dates. Should the Parties fail to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposalarrive at an agreement on the matter, then such Tenant Improvement Work Change Proposal shall be deemed either Party may, by written notice to be a part of the Approved Tenant Improvement Construction Documents for other, invoke the purposes of this Article IIIdispute resolution provisions in Section 12.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent may propose one or more changes to the completion Plans to Landlord any time up to and including thirty (30) days after Landlord commences construction of the Approved Initial Improvements upon Tenant’s approval of the Plans, and subject to the approval of Landlord and the Village. As promptly as reasonably practicable after the receipt and approval thereof, Landlord shall provide Tenant Improvement Construction Documents (eachwith a “Change Order” containing the proposed revisions to the Plans, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to statement of any Force Majeure Delay resulting from such Tenant Improvement Work Change Proposal within such time as is reasonably necessarychange, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of the additional time that cost to complete the Initial Improvements which will be necessary, result from such change (whether hard costs or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth hereinsoft costs), advising Tenant which costs shall be: (i) the cost of all materials, supplies, equipment and labor used or supplied in making the proposed change, including general conditions and any items contractor’s fees (which Landlord in good faith reasonably believes are inconsistent with the design, cost general conditions and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period contractor’s fees shall be deemed to constitute Landlord's seven percent (7%) of such costs); (ii) any architect and engineer fees; (iii) soft costs; and (iv) fees and expenses of architects, engineers and other third party consultants in connection with review or approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsechanges in Plans. If Tenant fails to respond to Landlord's Tenant Improvement Work approve of the Change Order Response in writing within such five ten (510) business day perioddays after delivery of the same, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to have abandoned its request for such Change Order, and the Initial Improvements shall be constructed in accordance with the then existing Plans. If Tenant approves the Change Order by signing and returning a part copy of the Approved Change Order to Landlord within said ten (10) day period, Landlord shall cause the Initial Improvements to be constructed in accordance with the Change Order. Tenant Improvement Construction Documents shall pay Landlord the amount of such additional costs within ten (10) days after Landlord submits to Tenant a bxxx for such additional costs as are then due and payable from time to time. In no event shall Landlord have any obligation to commence any work relating to a Change Order until Landlord has been paid the purposes cost of the estimate in full and in the event that the additional costs are not paid within said ten (10) day period, Tenant shall be deemed to have abandoned its request for such Change Order. Unless requested in writing by Tenant to the contrary, Landlord shall continue with construction of the Initial Improvements according to the then existing Plans during the pendency of any proposed Change Order until same is by Landlord and Tenant as provided above. Any cessation in construction requested in writing by Tenant shall constitute a Tenant Delay hereunder. If Tenant requests a Change Order pursuant to this Article IIISection 4.5 and Tenant does not ultimately approve of the Change Order or pay the cost thereof, Tenant shall promptly reimburse Landlord for any costs and expenses resulting from such requested Change Order. Landlord may make changes to the Plans without Tenant’s consent, provided that: (i) such changes (a) will not create any additional monetary obligation for Tenant under this Lease, (b) are in material conformity with the Plans (as may have been previously revised by permissible Tenant and/or Landlord changes thereto), and (c) will not decrease the quality of any component of the Initial Improvements; or (ii) such changes are required by any applicable Legal Requirements and Landlord notifies Tenant of the nature of the change.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent with respect to items of work not shown on the completion of the Approved Tenant Improvement Construction Documents Plans (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items anticipated increase in costs which Landlord in good faith reasonably believes are inconsistent costs shall include a construction management fee equal to four percent (4%) of the Change Proposal (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work approves Landlord’s Change ProposalOrder Response, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes Plan Excess Costs are paid as set forth in Section 1.5 of this Article IIIWork Agreement.

Change Orders. Tenant may request changes to the Plans by submitting sufficient information to Landlord in writing (“Tenant Change Request” or "TCR”) so that Landlord may promptly evaluate the cost and schedule impact of the request. Landlord shall, within ten (10) days of any Tenant Change Request, provide a written proposal (“Tenant Potential Change Order” or "TPCO") for the cost increase (“TCO Cost Increase”) or decrease and schedule impact resulting from the Change Request. Notwithstanding the above, Landlord may reject any single Tenant Change Request or Tenant Change Requests which in Landlord’s reasonable judgment would, in the aggregate, extend substantial completion of the Initial Tenant Work by more than 30 days or materially increase the cost of the Initial Tenant Work. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by days from receipt of a Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Potential Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed accept or reject same. If Tenant elects to constitute Landlord's approval of accept the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). TPCO, Tenant shall have the right (a) deliver a countersigned copy of same to then proceed with or withdraw such Tenant Improvement Work Change Proposal Landlord within five (5) business days after receipt of Landlord's and the Tenant Improvement Work Potential Change Order Responseshall then constitute a “Tenant Change Order” or "TCO" and (b) deposit with Landlord or Escrow Agent (as hereinafter defined) within thirty (30) days thereafter the additional estimated costs for the Initial Tenant Work incurred as a result of such TCO (such additional costs to be treated as additional Tenant’s Excess). If Tenant fails does not deliver written notice of acceptance or rejection to respond to Landlord's Tenant Improvement Work Change Order Response Landlord within such five (5) business day perioddays of receipt of Landlord’s TPCO, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall will be deemed to have elected not to proceed with the work contemplated therein and the TCR shall be a part considered withdrawn. Actual costs of all TCOs (up to the amount of the Approved TCO Cost Increase) shall be borne by Tenant, subject to application of Landlord’s Maximum Expenditure. “Tenant’s Excess”, as used herein, shall mean any monetary contribution by Tenant Improvement towards the Construction Documents Costs of Initial Tenant Work. As used herein, “Construction Costs” are the actual reasonable out of pocket costs incurred by Landlord for design, engineering, permitting and construction of the purposes of Initial Tenant Work, including, without limitation, all design costs and fees (including, without limitation, costs charged by the Design Team), permits, material, labor, taxes, fees, scavenger, utility consumption, insurance, bonds, administrative expenses, and any Landlord supervisory fee, as described in this Article IIIWork Letter.

Change Orders. Tenant shall have Tenant's Representative may request changes in the rightwork consistent with the Preliminary Plans and the Base Building Plans only by written request to Landlord's Representative on a form approved by Landlord. Tenant's Representative may request, in accordance herewiththe manner contemplated by Paragraph 8(c) of the Work Letter with respect to the Leasehold Improvements, other changes in the Leasehold Improvements. All changes requested by Tenant will be subject to submit for Landlord's prior written approval (which approval, in the case of changes to the Leasehold Improvements Plans, will not be unreasonably withheld). Prior to commencing any change proposals subsequent in the Base Building Plans or the Leasehold Improvements Plans, whether requested by Tenant or not, Landlord will prepare and deliver to Tenant, for Tenant's approval, a change order ("Change Order") identifying the total cost of such change, which will include associated architectural, engineering and construction contractor's fees, and the total time that will be added to the construction schedule by such change and to the Projected Commencement Date, the Required Completion Date and the Incompletion Termination Date; provided that Landlord shall not be required to obtain Tenant's approval of any Change Order initiated by Landlord which is both consistent with the Preliminary Plans and which does not materially alter the Base Building Plans or cause a change in or delay in the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order ResponseLeasehold Improvements. If Tenant fails to respond approve or object to any Landlord's Tenant Improvement Work -initiated Change Order Response for which Tenant's approval is required within five business days after delivery by Landlord of such five (5) business day periodChange Order, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to have approved such Change Order and Landlord may proceed to perform the change. If Tenant fails to approve any such Tenant-initiated Change Order within five business days after delivery by Landlord of such Change Order, Tenant will be deemed to have withdrawn the requested change and Landlord will not proceed to perform the change. Upon Landlord's receipt of Tenant's approval, Landlord will proceed to perform the change. Any net additional costs resulting from a Tenant-initiated Change Order will become a part of Tenant's Cost and, if there exists Tenant's Excess Cost, such Tenant's Excess Cost will be paid to Landlord in accordance with the Approved Tenant Improvement Construction Documents for provisions of Paragraph 8(b) of the purposes of this Article IIIWork Letter. Any delay in the Landlord's Work being Substantially Completed by the Projected Commencement Date, the Required Completion Date or the Incompletion Termination Date caused by a Tenant-requested Change Order shall be Tenant's Delay.

Change Orders. Tenant No material changes or modifications to the Approved Working Drawings or Approved Design-Build Drawings shall have the rightbe made unless by written Change Order signed by Landlord and Tenant. Landlord will not unreasonably withhold, in accordance herewithdelay, or condition its approval of any request by Tenant, or by Tenant’s Contractor with Tenant’s written approval, to submit for Landlord's approval amend or change proposals subsequent the Approved Working Drawings or Approved Design-Build Drawings (any of the foregoing, a “Change Order”). Notwithstanding to the completion contrary in this Tenant Improvement Agreement, Tenant may make changes to the Approved Working Drawings or Approved Design-Build Drawings and Landlord shall not have any right to approve such Tenant changes to extent such work (i) is required by the City of San Xxxx or other applicable governmental body having jurisdiction over the Tenant Improvements, and (a) is consistent with the design intent of the Approved Tenant Improvement Construction Documents Working Drawings, or Approved Design-Build Drawings and (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no b) will not cost more than five Seventy-Five Thousand Dollars (5$75,000) per occurrence; or (ii) consists of minor field changes that (c) are consistent with the intent or required for the proper execution of the Approved Working Drawings or Approved Design-Build Drawings, and (d) that will not materially adversely affect the design, use, or operation of the Premises or Tenant Improvements. If any changes to the Approved Working Drawings or Approved Design-Build Drawings are not approved or disapproved by Landlord in writing within three (3) business daysdays after such Landlord’s receipt of written request by Tenant, such item shall be deemed approved. If Landlord fails to notify Tenant that it disapproves of the Change Order within three (3) business days after the submission thereof by Tenant (unless thereof, then Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval have approved the Change Order in question. Additionally, if Landlord disapproves of the item proposed by Tenant, then Landlord shall deliver to Tenant Improvement Work Change Proposal its written explanation for such disapproval and determination that none of proposal for modifications and the parties shall negotiate in good faith to reach agreement on the item proposed. With respect to disputed items, if Landlord and Tenant fail to reach agreement on such items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five two (52) business days after of Tenant’s receipt of a notice of disapproval from Landlord's , so long as Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within has acted professionally, reasonably and in good faith, any such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal continued disapproval shall be deemed to be a part Force Majeure Delay. With respect to change orders that Landlord has no right to approve, Tenant shall nevertheless provide prompt written notice to Landlord of the Approved Tenant Improvement Construction Documents for type, scope and cost of the purposes of this Article IIIchange.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent with respect to items of work not shown on the completion of Floor Plan or referenced in the Approved Tenant Improvement Construction Documents Turnkey Matrix (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items incremental anticipated increase in costs associated with such Change Proposal, taking into account any savings accruing as a result of such Change Proposal, which Landlord in good faith reasonably believes are inconsistent with increased costs shall include a construction management fee equal to three (3%) percent of the design, cost and construction schedule for the Base Building WorkChange Proposal (“Change Order Costs”), as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five three (53) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five three (53) business day period, each day of such delay shall constitute one day of Tenant Improvement Work Delay. If Tenant approves Landlord’s Change Order Response, then such Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work a “Change ProposalOrder” hereunder and if the Change Order is made, then such Tenant Improvement Work the Change Proposal Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes Plan Excess Costs are paid as set forth in Section 1.5 of this Article IIIWork Agreement.

Change Orders. If Tenant requests any change, addition or deletion to the Final Plans (collectively referred to as a “Change Order”), then a request for such Change Order shall have the right, be submitted to Landlord for Landlord’s approval. Landlord shall not unreasonably withhold its consent to any requested Change Order in accordance herewithwith the standards set forth in Section 2.2 of this Work Letter, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents and grant or deny its consent thereto within (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than x) five (5) business days, Business Days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that Landlord’s receipt of a longer time period is reasonably necessary due to the nature and scope Change Order which satisfies all of the Tenant Improvement Reasonable Alteration Conditions, or (y) ten (10) Business Days after Landlord’s receipt of a Change Order which does not satisfy all of the Reasonable Alteration Conditions and if such change is material or extensive, such additional time as may be reasonably required to respond based on the magnitude of such change. Any Design Problem shall be handled in accordance with the correction procedures established therefor in Section 2.2 of this Work Letter. If a Change ProposalOrder is approved by Landlord, Landlord shall, together with Landlord's its notice of approval, notify Tenant of its reasonable, good faith estimate (collectively, “Landlord’s Change Estimate”) of: (i) the cost which will be chargeable to Tenant as a result of such Change Order, which cost shall the actual additional out-of-pocket incremental cost of the Change Order (without additional xxxx-up paid directly to Landlord), taking into account any costs savings as the amount result of such Change Order and payable by Tenant to Landlord in connection with such Change Order (“Change Cost”) and (ii) the delay, if any, in Substantial Completion of Landlord’s Expansion Premises Work (which shall include, without limitation, any additional time that will taken to renew such Change Order and revised plans and/or to obtain required permits or file documents with the NYC DOB, which Landlord shall diligently pursue) by reason of such Change Order (and shall be necessarydeemed a Tenant Delay for such delay period subject to Landlord’s ). Such Change Cost shall include, or without limitation, all actual out of pocket costs reasonably incurred by Landlord as a result of any such delay in completion of the fact that the information provided by Landlord’s Expansion Premises Work directly resulting from such Change Order, if any, and so specified in Landlord’s Change Estimate. Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord shall within two (2) Business Days after Landlord’s delivery to make the determination set forth herein), advising Tenant of any items which Landlord’s Change Estimate, notify Landlord in good faith reasonably believes are inconsistent writing whether it desires to proceed with the design, cost and construction schedule for the such Change Order. Tenant shall not make any changes to (or that affect beyond a de minimis extent) Landlord’s Base Building Work. If such Change Orders increase the cost of constructing the Landlord’s Expansion Premises Work shown on the Final Plans, as well as specifying (subject such cost shall be added to the terms cost of Section 5.2 below) whether any alterationsLandlord’s Expansion Premises Work and paid by the parties in accordance with this Exhibit M, additions or improvements shown subject in all events to the Landlord’s Contribution. Landlord may, in the Tenant Improvement Work exercise of its sole and absolute discretion, disapprove any proposed Change Proposal must be removed by Tenant upon the expiration or earlier termination Order which do not satisfy all of the Term ("Reasonable Alteration Conditions. All reasonable and actual delays to the Substantial Completion Landlord's Tenant Improvement ’s Expansion Premises Work resulting from a Change Order Response"submission review (whether or not Landlord proceeds with such change) (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the a Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

Change Orders. Tenant may authorize changes in the work during construction, only by written instructions from a designated representative of Tenant’s to Landlord on a form approved by Landlord. All such changes shall be subject to Landlord’s prior written approval. Prior to commencing any change, Landlord shall prepare and deliver to Tenant, for Tenant’s approval, a change order (“Change Order”) setting forth the additional time required to perform the change and the total cost of such change, which will include associated architectural, engineering, Landlord’s and Landlord’s Contractor’s fees. If Tenant fails to approve such Change Order within [*________ (_)*] business days after delivery by Landlord, Tenant shall be deemed to have withdrawn the proposed Change Order and Landlord shall not proceed to perform the change. Upon Landlord’s receipt of Tenant’s approval, Landlord’s Contractor shall proceed to perform the change and Tenant shall pay for such Change Order out of its Tenant Improvement Allowance or, to the extent the Tenant Improvement Allowance is not sufficient, Tenant shall pay for such Change Order prior to the commencement of the work. Any delay in the construction of the Tenant Improvements resulting from the submission of any Change Order shall be deemed a Tenant Delay. Whenever possible and practical, Landlord will utilize, for the construction of the Tenant Improvements, the items and materials designated in the Final Plans. However, whenever Landlord determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right, in accordance herewithupon receipt of Tenant’s consent, which consent shall not be unreasonably withheld or delayed, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature substitute comparable items and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsematerials. If Tenant fails refuses to respond grant such consent, and Landlord is delayed in causing the Tenant Improvements to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day periodbe substantially complete because of Tenant’s failure to permit the substitution of comparable items and materials, such delay shall constitute a Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

Change Orders. Tenant shall have Except as provided below, all Change Orders (and documentation substantiating the right, in accordance herewith, need and identifying the source of funding therefor) relating to submit for Landlord's approval change proposals subsequent material changes to the completion Project must be submitted by the Developer to DOH concurrently with the progress reports described in Section 3.07 hereof; provided, that any Change Order relating to any of the Approved Tenant Improvement Construction Documents following must be submitted to DOH for DOH's prior written approval: (a) a 5% or more reduction in the square footage of the Buildings or the elimination of any accessibility or adaptability features; (b) a change in the use of the Property to a use other than residential; (c) a delay of more than 30 days in meeting any Section 3.01 deadline; or (d) Change Orders costing more than $100,000 each, a "Tenant Improvement Work Change Proposal")or more than $300,000 in aggregate. Landlord agrees DOH shall give or deny such approval within 15 days of its receipt of such written request and DOH’s failure to respond to any such Tenant Improvement Work Change Proposal act within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business 15 day period shall be deemed an approval as to constitute Landlord's approval matters described in clauses (c) and (d) if the Developer’s written request states in boldface, capitalized type, “IF THE DEPARTMENT OF HOUSING FAILS TO GIVE OR DENY ITS APPROVAL TO THE CHANGE ORDER REFERRED TO HEREIN WITHIN 15 DAYS OF ITS RECEIPT OF THIS WRITTEN NOTICE, SUCH APPROVAL SHALL BE DEEMED GRANTED PURSUANT TO SECTION 3.04 OF THE ARCHES AT OAKWOOD SHORES TRANSFORMATION PROJECT REDEVELOPMENT AGREEMENT.” Failure of the Tenant Improvement Work Change Proposal DOH to act within 15 days as to matters described in clauses (a) and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5b) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawna denial of approval. If Tenant proceeds with such Tenant Improvement Work The Developer shall not authorize or permit the performance of any work relating to any Change Proposal, then such Tenant Improvement Work Order (to the extent required in this section) or the furnishing of materials in connection therewith prior to the receipt of DOH's written approval. An approved Change Proposal Order shall not be deemed to be a imply any obligation on the part of the Approved Tenant Improvement Construction Documents City to increase the amount of City financial assistance provided under this Agreement. Notwithstanding anything to the contrary in this Section 3.04, DOH shall be notified of all Change Orders that do not require DOH's prior written approval under this Section 3.04 as part of the progress reports delivered under Section 3.07. Notwithstanding the above, no prior DOH approvals shall be necessary for the purposes performance of this Article IIIany work required due to emergency conditions where the public’s health, safety or welfare is jeopardized.

Change Orders. Tenant If Lessee desires any change in the Preliminary Plans, Working Drawings or Approved Plans (other than in connection, in each instance, with Government Agency Changes or material changes required by Lessor), such changes may only be requested by the delivery to Lessor by Lessee of a proposed written “Change Order” specifically setting forth the requested change. Lessor shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after from the receipt of Landlord's Tenant Improvement Work the proposed Change Order Responseto provide Lessee with Lessor’s disapproval of the proposed change stating the reason(s) for such disapproval, or if the Lessor approves the proposed change, the following items: (i) a summary of any increase in the cost (hard and soft) caused by such change (the “Change Order Cost”) and (ii) a statement of the number of days of any delay caused by such proposed change including as a result of the request itself (the “Change Order Delay”). A Change Order Delay may include delays in the project schedule, if any, resulting from the Change Order approval process set forth in this Section 5. Lessee’s approval shall not be unreasonably withheld or delayed. Lessee then shall have three (3) business days to approve the Change Order Cost and the Change Order Delay. If Tenant Lessee approves these items, Lessor shall cause the appropriate changes to the Preliminary Drawings, Working Drawings or Approved Plans (as the case may be) to be made and the Change Order Cost shall be added to the Excess TI Costs, if any, and paid in accordance with Section 4 above. If Lessee fails to respond to Landlord's Tenant Improvement Work Change Order Response Lessor within such five said three (53) business day period, such Tenant Improvement Work the Change Proposal Order Cost and the Change Order Delay shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work disapproved by Lessee and Lessor shall have no further obligation to perform any work set forth in the proposed Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIOrder.

Change Orders. No changes in the Final Plans shall be made without ------------- Landlord's prior written approval, which shall not be unreasonably withheld, conditioned or delayed with respect to any such proposed changes that are non- structural, do not adversely affect any Building System, do not involve construction that would be visible from outside the Premises or would affect the CofO. If Landlord disapproves any proposed changes to the Final Plans, Landlord shall advise Tenant with specificity of its reasons therefor and shall advise Tenant of the specific revisions required to be made in order to obtain Landlord's consent. If the actual Total Construction Costs are greater than the estimated Total Construction Costs previously funded by Tenant into the Disbursement Account, then Tenant shall deposit into the Disbursement Account such difference in costs promptly upon demand therefor. In connection with any change order requested by Tenant, Landlord shall receive from the Contractor the Contractor's estimate of the cost to implement such change order (which shall include a reasonably itemized breakdown of labor and materials) and any anticipated delay in causing the Premises to be Ready for Occupancy as a result thereof. The Contract shall provide that the Contractor's fee and general conditions with respect to implementing any such change orders shall be four percent (4%) and three percent (3%), respectively, of direct subcontractor costs. The costs charged by Landlord to Tenant caused by Tenant's requesting changes to the Improvements or any Final Plans shall be equal to the sum of (a) the amount of money Landlord has to pay to cause the Improvements, as reflected by such revised Final Plans, to be constructed above the costs that Landlord would have had to pay to cause the Improvements to be constructed if no changes had been made to such Final Plans, and (b) any cancellation fees, reshipping charges or any other similar costs incurred by Landlord in connection therewith. The failure of Tenant to make any such required deposit into the Disbursement Account within ten (10) days of the date such deposit is so required shall constitute an Event of Default under the Lease. Landlord shall utilize, for the construction of the Improvements, the items and materials designated in the applicable Final Plans; provided, however, that whenever Landlord reasonably determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right, in accordance herewithupon receipt of Tenant's consent, not to be unreasonably withheld or delayed, to submit for Landlord's approval change proposals subsequent substitute comparable items and materials. If Tenant unreasonably refuses to the completion of the Approved Tenant Improvement Construction Documents (eachgrant such consent, a "Tenant Improvement Work Change Proposal"). and Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after delayed in causing the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessaryPremises, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient any part thereof, to be Ready for the purposes Occupancy because of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that LandlordTenant's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval permit the substitution of the Tenant Improvement Work Change Proposal comparable items and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day periodmaterials, such delay shall constitute Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelays.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval (which shall be granted or withheld in accordance with the approval standards set forth in Section 4.3(B) hereof) change proposals subsequent to the completion Landlord’s approval of the Approved Final Tenant Improvement Construction Documents Plans and Tenant’s approval of the applicable Cost Proposal (each, a "“Change Order”). Any such change proposal submitted by Tenant Improvement Work Change Proposal")must contain information consistent with the level of information required of design development drawings so the Landlord may assess the change proposal, and Landlord shall have no obligation to respond in detail to a change proposal which does not contain such level of information, but Landlord shall notify Tenant what additional information is required from Tenant. Landlord agrees to respond to any such change proposal (which response shall include any information necessary for Tenant Improvement Work Change Proposal to evaluate such change order) within ten (10) business days (or such longer time as is reasonably necessarynecessary taking into consideration the information contained in such change proposal, but no more than five (5Landlord agreeing to use reasonable efforts to expedite the receipt of any information needed by Landlord to respond to such change proposal, such as revised bids from contractors) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Xxxxxx, advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent anticipated costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch change proposal, as well as specifying (subject to an estimate of the terms length of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of Landlord’s Work if a Change Proposal must be removed by Tenant upon Order is made pursuant thereto. During the expiration or earlier termination review of the Term ("a Change Order, Landlord shall continue with Landlord's Tenant Improvement Work without regard to such Change Order Response"Order, except as set forth in Section 4.5(H) (it being understood and agreed that below. If Landlord disapproves such Change Order, Landlord shall continue with Landlord's failure Work without regard to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work such Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)Order. Tenant shall have the right to then proceed with or withdraw approve such Tenant Improvement Work Change Proposal change proposal within five (5) business days after receipt of Landlord's such information. Tenant Improvement Work Change Order Responseshall have the right to withdraw a change proposal at any time. If Tenant fails to respond to Landlord's Tenant Improvement Work approves such change proposal and a Change Order Response within such five (5) business day periodis made, such Tenant Improvement Work then the net Change Proposal Order Costs with respect to related items associated with the approved change order shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposaladditions or deductions, then such Tenant Improvement Work Change as the case may be, to the applicable Cost Proposal and shall be deemed paid by or credited to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIin accordance with Section 4.8.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion Landlord’s approval of the Approved Tenant Improvement Construction Documents Plans (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Expansion [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five three (53) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five three (53) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes Plan Excess Costs are paid as set forth in Section 1.5 of this Article IIIWork Agreement.

Change Orders. Tenant shall have A change order is a written agreement between the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature Owner and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord Builder to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterationschanges, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination deletions of the Term Work. If Builder agrees to implement a change order ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure has no present obligation to respond within said five (5) business day period do INITIALED FOR IDENTIFICATION / OWNER BUILDER so), any additional cost incurred by the Builders as a result of a change order, plus the Builders percentage shall be deemed paid in full when the change order is signed by the Parties. IT IS EXPRESSLY ACKNOWLEDGED BY OWNER (IF MORE THAN ONE), THAT ANY OWNER SIGNATORY TO THIS CONTRACT CAN INDIVIDUALLY AUTHORIZE AND APPROVE A CHANGE ORDER. EACH OWNER SIGNATORY IS XXXXXX DESIGNATED AS AN ATTORNEY-IN-FACT FOR ANY OTHER OWNER SIGNATORY FOR THIS PURPOSE, AND BUILDER IS ENTITLED TO RELY ON AND ACT ON ANY SUCH CHANGE ORDER SIGNED BY ANY OWNER SIGNATORY. Change orders deleting Work or materials will reduce the cost the Work by the Builders true cost savings for the deleted items, but Builder may also request a change order fee equal to constitute Landlord's approval the applicable Builders percentage for administration of the Tenant Improvement a change order. Should Owner request Builder to perform research on and or provide cost estimates for extra Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant incorporated into a proposed change order, Builder will be reimbursed for the time expended on such activities at the expiration or earlier termination rate of the Term)$75.00 per hour. Tenant Upon request these hourly fees shall have the right be paid to then Builder, irrespective of Owner’s’ decision to proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt the implementation of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents change order for the purposes of this Article IIIadditional Work.

Change Orders. Tenant All requests for changes (“Change Orders”) in the Approved Plans (other than minor field changes involving no extra cost (provided that if SCA’s approval of such change is required under the School Unit Purchase Agreement, Borrower shall have caused Mortgage Borrower to have obtained SCA’s written approval thereof and provided a copy thereof to Administrative Agent)) shall be in writing, signed by Mortgage Borrower and the rightArchitect, and delivered to Administrative Agent promptly after execution. Borrower shall cause Mortgage Borrower to obtain the SCA’s approval or consent to all Change Orders that affect the School Unit or the School Program (as defined in accordance herewith, the School Unit Purchase Agreement) (an “SCA Change Order”) in writing and a copy of such approval or consent shall be delivered to submit for Landlord's approval change proposals subsequent Administrative Agent as an attachment to the completion applicable Change Order request. Borrower agrees to not to cause or permit Mortgage Borrower to permit any work pursuant to any “material” Change Order without Administrative Agent’s prior written approval. A Change Order shall be deemed “material” if it (i) adversely affects the value or changes the use of the Approved Tenant Improvement Improvements, (ii) alters the unit count below ninety (90) residential units or above ninety-three (93) residential units, (iii) is inconsistent with a luxury residential condominium development as set forth in the Business Plan, (iv) increases or decreases the cost of the Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no by more than five $500,000.00, (5v) business dayswhen added to other Change Orders not requiring the approval of Administrative Agent (other than Change Orders that Administrative Agent approved in writing), after it increases or decreases the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope cost of the Tenant Improvement Construction Work by more than $2,500,000.00 (except that Change ProposalOrders necessary to satisfy Legal Requirements of Governmental Authorities shall be permitted to be in excess of the foregoing limit subject to an aggregate cap of $3,000,000.00), together with Landlord's good faith estimate (vi) will cause Mortgage Borrower to be unable to achieve Completion of the Construction Work on or before the Completion Date, (vii) requires any consent or approval of the SCA under the School Unit Purchase Agreement that was not obtained, (viii) causes an increase in the hard costs of the School Fit-Out Work (as defined in the School Unit Purchase Agreement) for which Mortgage Borrower is responsible under the School Unit Purchase Agreement, or (ix) constitutes an SCA Change Order. If the cost of the Construction Work is increased by any Change Order and there are insufficient Funds (after any permitted re-allocations of Available Cost Savings and excluding the Contingency Line Item in the Approved Budget) to pay the increased cost, Borrower shall cause Mortgage Borrower to make an Equity Deposit in the amount of additional time the increased cost with Mortgage Lender (or, if the Mortgage Loan is no longer outstanding or Mortgage Lender has waived the requirement that will be necessaryMortgage Borrower make such Equity Deposit, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient with Administrative Agent (for the purposes benefit of enabling Landlord to make the determination set forth hereinLender), advising Tenant of ) in cash before permitting any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject work pursuant to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIOrder.

Change Orders. During the construction, Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant may request changes in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord Improvements from time to time. If Tenant desires to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown a change in the Tenant Improvement Work Change Proposal must be removed by Improvements, Tenant upon the expiration or earlier termination shall submit to Landlord, for its approval, a detailed description of the Term proposed change; Landlord agrees not to unreasonably withhold or condition its approval so long as such requested change will not result in a delay in completion of construction beyond the date required by Landlord’s construction financing. Within three ("Landlord's 3) business days after receipt of the change request, Landlord shall notify Tenant Improvement Work Change Order Response"of its approval or disapproval unless Landlord shall reasonably request an extension of time to seven (7) (it being understood and agreed that Landlord's failure business days for approval or disapproval; if Landlord fails to respond notify Tenant of its decision within said five seven (57) business day period period, then Landlord shall be deemed to constitute Landlord's have approved it. Upon approval or deemed approval of the change, said change shall be submitted to the contractor performing the Tenant Improvement Work Change Proposal and Improvements for a determination that none of the items shown thereon are cost to be removed implement the change (taking into account any savings generated by the change) and the impact, if any, on Substantial Completion of Landlord’s Work; Landlord shall use its best efforts to have contractor to provide such determination to Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsethe change request. If Tenant fails to respond to approves the change order cost and the impact, if any, on the Substantial Completion of Landlord's ’s Work, Landlord and Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawnexecute a written change order memorializing their agreement. If the change order(s), when taken together, result in an increase in the cost of the Tenant proceeds with such improvements, then Tenant Improvement Work Change agrees to pay the increase to Landlord as set forth in Section 2.1; and if the change order(s), when taken together, result in a decrease in the Cost Proposal, then Landlord shall make a further adjustment in the Base Rent to reflect such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIdecrease.

Change Orders. If Tenant requests any change, addition or deletion to the Final Plans (collectively referred to as a “Change Order”), then a request for such Change Order shall have the right, be submitted to Landlord for Landlord’s approval. Landlord shall not unreasonably withhold its consent to any requested Change Order in accordance herewithwith the standards set forth in Section 2.2 of this Work Letter, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents and grant or deny its consent thereto within (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than x) five (5) business days, Business Days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that Landlord’s receipt of a longer time period is reasonably necessary due to the nature and scope Change Order which satisfies all of the Tenant Improvement Reasonable Alteration Conditions, or (y) ten (10) Business Days after Landlord’s receipt of a Change Order which does not satisfy all of the Reasonable Alteration Conditions and if such change is material or extensive, such additional time as may be reasonably required to respond based on the magnitude of such change. Any Design Problem shall be handled in accordance with the correction procedures established therefor in Section 2.2 of this Work Letter. If a Change ProposalOrder is approved by Landlord, Landlord shall, together with Landlord's its notice of approval, notify Tenant of its reasonable, good faith estimate (collectively, “Landlord’s Change Estimate”) of: (i) the cost (or savings) which will be chargeable to Tenant as a result of such Change Order, which cost (or savings) shall the actual additional out-of-pocket incremental cost (or savings) of the Change Order (without additional xxxx-up paid directly to Landlord), taking into account any costs savings as the amount result of such Change Order and payable by Tenant to Landlord in connection with such Change Order (“Change Cost”) and (ii) the delay, if any, in Substantial Completion of Landlord’s Premises Work (which shall include, without limitation, any additional time that will taken to renew such Change Order and revised plans and/or to obtain required permits or file documents with the NYC DOB, which Landlord shall diligently pursue) by reason of such Change Order (and shall be necessarydeemed a Tenant Delay for such delay period subject to Landlord’s ). Such Change Cost shall include, or without limitation, all actual out of pocket costs reasonably incurred by Landlord as a result of any such delay in completion of the fact that the information provided by Landlord’s Premises Work directly resulting from such Change Order, if any, and so specified in Landlord’s Change Estimate. Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord shall within two (2) Business Days after Landlord’s delivery to make the determination set forth herein), advising Tenant of any items which Landlord’s Change Estimate, notify Landlord in good faith reasonably believes are inconsistent writing whether it desires to proceed with the design, cost and construction schedule for the such Change Order. Tenant shall not make any changes to (or that affect beyond a de minimis extent) Landlord’s Base Building Work. If such Change Orders increase the cost of constructing the Landlord’s Premises Work shown on the Final Plans, as well as specifying (subject such cost shall be added to the terms cost of Section 5.2 below) whether any alterationsLandlord’s Premises Work and paid by the parties in accordance with this Exhibit C, additions or improvements shown subject in all events to the Landlord’s Contribution. Landlord may, in the Tenant Improvement Work exercise of its sole and absolute discretion, disapprove any proposed Change Proposal must be removed by Tenant upon the expiration or earlier termination Orders which do not satisfy all of the Term ("Reasonable Alteration Conditions. All reasonable and actual delays to the Substantial Completion Landlord's Tenant Improvement ’s Premises Work resulting from a Change Order Response"submission review (whether or not Landlord proceeds with such change) (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the a Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

Change Orders. From time to time after the date of the Lease, Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent may notify Landlord of changes that Tenant proposes be made to the completion of the Approved Tenant Improvement Construction Documents Final Plans (each, a "Tenant Improvement Work “Change Proposal"Order”). Promptly upon Tenant’s delivery to Landlord agrees to respond to any such Tenant Improvement Work of a Change Proposal within such time as is reasonably necessaryOrder, but no more than five (5) business days, after the submission thereof by Landlord shall notify Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary “Change Order Notice”) of both: (i) any estimated net increase or decrease in the Work Cost due to the nature Change Order, and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant (ii) any estimated delay (an “Estimated Delay”) in the Tenant Improvement Work Change Proposal is insufficient for Scheduled Commencement Date if the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)is implemented. Tenant shall have notify Landlord of its final approval or disapproval of the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal Order within five two (52) business days after receipt of Landlord's Landlord delivers to Tenant Improvement Work the applicable Change Order ResponseNotice (“Change Order Response Period”). If Tenant fails to respond to Landlord's timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the Approved changes specified therein. If Tenant Improvement Construction Documents for timely notifies Landlord of its approval of the purposes Change Order, then, within three (3) business days after the expiration of the applicable Change Order Response Period, Tenant shall pay Landlord the amount of any increase in the Work Cost (as set forth in the applicable Change Order Notice) in accordance with Paragraph 4 of this Article IIIWork Letter; and upon receipt of such payment, Landlord shall implement the changes specified in the Change Order. In such event, however, any delay in the Scheduled Commencement Date resulting from the performance of the work described in the relevant Change Order shall be deemed a Delay Event (defined below).

Change Orders. Except to the extent required by Applicable Law, no material changes or modifications to the Approved Working Drawings shall be made except by a written change order signed by Landlord and Tenant. If Tenant desires any change in the Approved Working Drawings, Tenant shall have cause the rightArchitect to prepare and to submit to Landlord a copy of the change order reflecting the proposed change. Landlord shall not unreasonably withhold or condition its approval of a change order, and shall approve or disapprove of the same within two (2) business days after receipt thereof; provided that Landlord may withhold its consent, in accordance herewithits sole discretion, to submit for any change if such change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay specified in such Change Order, shall be deemed a Tenant Delay pursuant to Section 5.2.5 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord's approval . If Landlord disapproves a change proposals subsequent order, Landlord shall notify Tenant of the revisions required, if any, that would make the change order acceptable to Landlord. At the time Landlord approves of a change order, Landlord shall provide Tenant with Landlord’s estimate of (i) the increase or decrease in the cost of the Tenant Improvements which would result from such change order (taking into account any savings resulting from the current or previous changes), and (ii) the delay, if any, beyond October 1, 2012, in the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal")Improvements which would result from such change order. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryshall exercise reasonable care in preparing the cost and delay estimates, but no more than five (5) business days, after such estimates will not limit Tenant’s obligation to pay for the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to actual increase in the nature and scope cost of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to Improvements resulting from the amount of additional time that will be necessary, change order or Tenant’s responsibility for actual delays resulting from the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying change order. Within two (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (52) business days after receipt of Landlord's the cost and delay estimates, Tenant Improvement Work Change Order Responseshall notify Landlord in writing whether Tenant approves the change order. If Tenant approves of the change order, then Tenant and Landlord shall execute the change order, and the Approved Working Drawings shall be revised to incorporate the change order. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response approve the change order within such five two (52) business day perioddays, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part construction of the Tenant Improvements shall proceed in accordance with the Approved Tenant Improvement Construction Documents for Working Drawings without incorporating the purposes of this Article III.change order. EXHIBIT B

Change Orders. Tenant shall have may authorize changes to the right, improvements during construction only by written instructions to Landlord's representative on a form approved by Landlord. All such changes will be subject to Landlord's prior written approval in accordance herewithwith PARAGRAPH 5. Prior to commencing any change, Landlord will prepare and deliver to submit Tenant, for Tenant's approval, a change order setting forth the total amount by which the cost of such change, which will include associated architectural, engineering, construction contractor's costs and fees, completion schedule changes, and the cost of Landlord's approval change proposals subsequent to overhead will cause the completion cost of the Approved improvements to exceed the allowance. If Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees fails to respond to any approve such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal change order within five (5) business days after receipt of delivery by Landlord's , Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall will be deemed to be have withdrawn the proposed change and Landlord will not proceed to perform the change. Tenant shall deposit in a part mutually acceptable escrow one-half of the Approved total amount by which the cost of such change will cause the cost of the improvements to exceed the allowance upon Tenant's approval of such change order. Upon Landlord's receipt of Tenant's approval and such payment, Landlord will proceed with the change. The remaining one-half of the total amount by which the cost of such change will cause the cost of the improvements to exceed the allowance will be billed periodically as the work proceeds, and Tenant Improvement Construction Documents agrees to deposit the amount billed in each such invoice in the escrow within fifteen (15) business days following its delivery. Unless the Lease is terminated as provided for in paragraph 2 of the purposes Lease, all amounts deposited shall be released to Landlord upon the date of this Article IIIdelivery of the Premises to Tenant, the Improvements, substantially complete.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval Any change proposals subsequent order (“Change Order”) to the completion Landlord Improvements and Tenant Improvements and/or any portions of the Approved Improvements applicable to the portions of the Building and the Project that are intended for the use and benefit of Tenant Improvement Construction Documents may be initiated by Landlord or Tenant; provided, however, such Change Orders will be subject to Landlord’s and Tenant’s prior written approval, which approval will not be unreasonably withheld, delayed, or conditioned so long as such Changer Order (eachi) is required by applicable law, a "(ii) does not increase the costs of the Landlord Improvements or Tenant Improvement Work Improvements (unless the party requesting the Change Proposal"). Landlord Order agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessarypay for the increase in the costs of construction), but no more than five and (5iii) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due does not result in significant delays to the nature Work Schedule. Any delays in the Work Schedule caused directly and scope specifically by a Change Order initiated or caused by Landlord or Tenant will be the responsibility of the party requesting the Change Order. If Landlord or Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as fails to the amount approve or disapprove of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes a written notice of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work a proposed Change Order Response") within ten (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (510) business days after the receipt of Landlord's Tenant Improvement Work the request to proceed with the Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work (together with the support documentation and information specified in this Section 10), the proposed Change Order Response within will be deemed conclusively to have been approved. Upon approval of a Change Order that results in a Landlord Construction Delay or Tenant Construction Delay, as applicable, then, at the election of the party not responsible for such five (5) business day perioddelay, such Tenant Improvement the applicable time tables, deadlines, and critical milestones provided in the Work Change Proposal Schedule will be extended or advanced by the appropriate number of days and the Work Schedule shall be deemed withdrawnmodified in accordance therewith. If Tenant proceeds with such Likewise, upon approval of a Change Order that requires adjustments, modifications, or revisions to the previously approved Landlord Improvement Plans or the Tenant Improvement Work Change ProposalPlans, then such the Landlord Improvement Plans or the Tenant Improvement Work Change Proposal Plans, as applicable, shall be deemed to be a part of modified and approved in accordance with the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIChange Order.

Change Orders. During the construction, Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant may request changes in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord Improvements from time to time. If Tenant desires to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown a change in the Tenant Improvement Work Change Proposal must be removed by Improvements, Tenant upon the expiration or earlier termination shall submit to Landlord, for its approval, a detailed description of the Term proposed change; Landlord agrees not to unreasonably withhold or condition its approval so long as such requested change will not result in a delay in completion of construction beyond the date required by Landlord’s construction financing. Within three ("Landlord's 3) business days after receipt of the change request, Landlord shall notify Tenant Improvement Work Change Order Response"of its approval or disapproval unless Landlord shall reasonably request an extension of time to seven (7) (it being understood and agreed that Landlord's failure business days for approval or disapproval; if Landlord fails to respond notify Tenant of its decision within said five seven (57) business day period period, then Landlord shall be deemed to constitute Landlord's have approved it. Upon approval or deemed approval of the change, said change shall be submitted to the contractor performing the Tenant Improvement Work Change Proposal and Improvements for a determination that none of the items shown thereon are cost to be removed implement the change (taking into account any savings generated by the change) and the impact, if any, on Substantial Completion of Landlord’s Work; Landlord shall use its best efforts to have contractor to provide such determination to Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsethe change request. If Tenant fails to respond to approves the change order cost and the impact, if any, on the Substantial Completion of Landlord's ’s Work, Landlord and Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawnexecute a written change order memorializing their agreement. If the change order(s), when taken together, result in an increase in the cost of the Tenant proceeds with such Improvements, then Tenant Improvement Work Change agrees to pay the increase to Landlord as set forth in Section 2.1; and if the change order(s), when taken together, result in a decrease in the Cost Proposal, then Landlord shall make a further adjustment in the Base Rent to reflect such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIdecrease.

Change Orders. Tenant may, from time to time prior to the occurrence of Substantial Completion, submit to Landlord any written requests for changes or additions to the Construction Documents and/or the Improvements desired by the Tenant in such detail as Landlord may reasonably require (each a "Change Order"), which changes or additions shall have be subject to Landlord's approval, which approval shall not be unreasonably withheld or delayed. Such approval shall include Landlord's written notice to Tenant of (i) the rightnet increase, if any, in accordance herewiththe actual out-of-pocket cost to be incurred by Landlord in completing the work associated with the Change Order including the preparation of plans therefor (the "Change Cost"), to submit for Landlord's approval change proposals subsequent to and (ii) the completion anticipated delays, if any, in completing the work as a result of such Change Order, including the Approved Tenant Improvement Construction Documents processing and permitting thereof (each, a the "Tenant Improvement Work Change ProposalDelay"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within Within five (5) business days after Tenant's receipt of Landlordsuch notice, Tenant shall give to Landlord written notice to proceed or not to proceed with the Change Order. Tenant's Tenant Improvement Work notice to proceed with the Change Order Responseshall include a specific written agreement from Tenant to pay to Landlord the Change Cost and written confirmation of Tenant's acceptance of the Change Delay. Following the required approvals and subject thereto (Landlord shall not be required to implement Change Orders if necessary approvals and permits cannot be obtained), upon Tenant's written acceptance of any such Change Order, Landlord shall promptly revise the Construction Documents to incorporate the Change Order and shall proceed to complete the Improvements in accordance with the Change Order. Any and all Change Costs up to a total amount of $200,000 shall, at Tenant's option exercised by written notice to Landlord included in Tenant's notice to proceed with the work contemplated by the Change Order, (i) be paid by Tenant within fifteen (15) days after the occurrence of Substantial Completion and written demand by Landlord accompanied by substantiating documentation, or (ii) be initially paid by Landlord and shall be charged back to Tenant as an adjustment to Base Rent (hereinafter defined). In the case of (ii), the annual adjustment to Base Rent shall be the total Change Cost (up to a maximum of $200,000) multiplied by ten and one-half percent (10.50%). If Tenant fails to respond provide written notice of its election as provided above, Landlord shall have the option, exercisable by written notice to Landlord's Tenant Improvement Work Change Order Response within prior to the occurrence of Substantial Completion, to elect repayment under (i) or (ii) above, and if Landlord fails to give such five (5) business day periodwritten notice, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Landlord shall be deemed to be a part have elected option (i) above. Tenant shall pay EXHIBIT 10.43 total Change Costs in excess of $200,000 as follows: (A) fifty percent (50%) of the Approved Change Cost shall be paid to Landlord upon approval of the applicable Change Order, and (B) the balance shall be paid within thirty (30) days after the occurrence of Substantial Completion and written demand by Landlord. Any disagreements between Landlord and Tenant Improvement Construction Documents for regarding the purposes calculation of any Change Costs shall be resolved in accordance with the procedures set forth in Article l(m) of this Article IIILease.

Change Orders. After the parties approve the Tenant’s Plan and Specifications, any changes to such plans shall require the prior written approval of the Tenant and the Landlord, such approval not to be unreasonably withheld, conditioned or delayed. If the Tenant desires any change in the Tenant’s Plan and Specifications, then the Tenant Architect shall issue to the General Contractor, with a copy to the Landlord’s Project Manager, the desired changes as an Architect’s Supplemental Instruction (each an “ASI”). If the General Contractor deems that the applicable ASI constitutes a deviation in the cost and/or time from the Tenant’s Plans and Specifications, the General Contractor shall issue a change order request (the “Change Order Request”) in no event more than seven (7) Business Days after receipt of the ASI, including the following items: (i) a summary of any increase in the cost caused by such ASI (the “Change Order Cost”), and (ii) an estimate of the number of days of any delay caused by such ASI (the “Change Order Delay”). In the event that the Tenant shall have not receive a Change Order Request within such seven (7) Business Day response period, each day beyond such seven (7) Business Day period shall eliminate one day of Change Order Delay. The Tenant and the rightTenant Architect will then review the General Contractor’s Change Order Request and shall, within three (3) Business Days either approve or deny the Change Order Request, including the Change Order Cost and the Change Order Delay, and shall copy the Landlord’s Project Manager on communications relating to such decision. If the Tenant and the Tenant Architect approve the Change Order Request, the Tenant and the Tenant Architect shall issue a change order (the “Change Order”) for approval by the General Contractor and the Landlord which shall not be unreasonably withheld, conditioned or delayed, and the General Contractor and the Landlord shall thereafter each execute the Change Order and the General Contractor or the Tenant Architect, as applicable, shall cause the appropriate changes to the Tenant’s Plans and Specifications to be made. To the extent that a Change Order attributable to the Tenant during the course of construction causes any increase in the Stipulated Sum with respect to the Tenant Improvements, then coincident with written acceptance of such Change Order by the Tenant and the Landlord, the Tenant shall pay an Additional Tenant Payment (as hereinafter defined) to the Escrow Agent sufficient to cover the cost of such Change Order, which sum shall be placed by the Escrow Agent into the Escrow Account (as defined hereinafter) and disbursed in accordance herewithwith the TI Escrow Agreement. If the Tenant fails to respond within such three (3) Business Day period, the Tenant shall be deemed to submit for Landlord's approval change proposals subsequent have rejected the requested Change Order and neither the Landlord nor the General Contractor shall have any further obligation with respect to such requested Change Order. If the completion Tenant fails to deposit the Additional Tenant Payment with Escrow Agent coincident with Tenant’s written acceptance of the Approved Tenant Improvement Construction Documents (eachChange Order as required hereunder, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any and such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than failure continues for five (5) business days, Business Days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope Tenant’s written acceptance of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change ProposalOrder, then such Tenant Improvement Work Change Proposal Order shall be deemed to be a part automatically null and void, and no increase shall occur in the Stipulated Sum of the Approved Tenant Improvement TI Construction Documents for the purposes of this Article IIIContract.

Change Orders. Tenant shall have may request changes in the right, in accordance herewith, final Construction Documents from time to submit for Landlord's approval change proposals subsequent to the completion time during construction of the Approved Initial Tenant Improvement Construction Documents Improvements by submitting a written request describing any proposed change to Landlord (each, a "“Tenant Improvement Work Change Proposal"”). Landlord agrees to respond to any such Any Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed approved by Landlord, which approval shall not be unreasonably withheld or delayed. Any increase or decrease in the Project Cost which results from a Tenant upon Change Proposal, if implemented, shall be added to or subtracted from Tenant’s Contribution to the expiration or earlier termination of Project Cost, as the Term case may be. Landlord shall give notice back to Tenant responding to the Tenant Change Proposal within ten ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (510) business day period shall be deemed to constitute days after Landlord's approval ’s receipt thereof, specifying the increase or decrease, if any, in the Project Cost and the date of Substantial Completion (as defined above), whichever is or are applicable, which would result from the subject Tenant Improvement Work Change Proposal Proposal, as determined by Landlord reasonably and determination that none of in good faith based on cost and time estimation methods customarily utilized in the items shown thereon are to be removed by Tenant at construction industry (the expiration or earlier termination of the Term“Landlord’s Proposed Pricing/Timing Adjustment”). Tenant shall have the right give notice back to then proceed with Landlord approving or withdraw such Tenant Improvement Work Change Proposal disapproving Landlord’s Proposed Pricing/Timing Adjustment within five (5) business days after Tenant’s receipt of Landlord's Tenant Improvement Work Change Order Responsethereof. If Tenant fails to approves Landlord’s Proposed Pricing/Timing Adjustment, the subject Tenant Change Proposal shall become a change order and be incorporated into the final Construction Documents executed in the construction of the Initial Tenant Improvements (a “Tenant Change Order”), and the Project Cost, Scheduled Commencement Date and/or Outside Date, as applicable, shall be adjusted as set forth in the Landlord’s Proposed Pricing/Timing Adjustment. If Tenant disapproves or does not timely respond to the Landlord's ’s Proposed Pricing/Timing Adjustment, then the final Construction Documents shall not be modified, the Initial Tenant Improvement Improvements shall be constructed without regard to the Tenant Change Proposal and the aforesaid cost estimates, contributions and completion dates shall all remain unmodified (provided that any delay beyond the deadlines set forth in the Work Change Order Response within such five (5) business day period, Schedule as a result of such Tenant Improvement Work Change Proposal shall be deemed withdrawna Tenant Delay). If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Landlord shall not be deemed authorized to be a part of make any changes in the Approved Tenant Improvement final Construction Documents for the purposes of this Article IIIDocuments.

Change Orders. Tenant shall have 5.1 COUNTY may request any Change Order by delivery to LESSOR and the rightArchitect of a written request therefor, in accordance herewithprovided that such change, to submit for Landlord's approval change proposals subsequent addition or alteration does not require any structural or exterior changes to the completion Project. LESSOR shall promptly, following receipt of such request, give COUNTY’s Representative a written description of (i) modifications or revisions required by LESSOR in order to approve the Approved Tenant Improvement Construction Documents Change Order, (eachii) the COUNTY Delay expected because of such Change Order, a "Tenant Improvement Work and (iii) an itemized binding price for implementing the Change Proposal")Order. Landlord agrees The time period for LESSOR to respond to any such Tenant Improvement Work request by COUNTY for a Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due Order shall be sufficient to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient allow for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant preparation of any items which Landlord and all plans and specifications required in good faith reasonably believes are inconsistent with order to effectuate the design, cost requested Change Order and construction schedule the time for the Base Building Workpreparation of such plans and specifications may constitute a COUNTY Delay for all purposes under the Lease. LESSOR recognizes that as a public entity COUNTY may be required to seek approval of its Board of Supervisors to authorize any such Change Order, as well as specifying (subject to the terms however COUNTY also recognizes it may be liable for any corresponding COUNTY Delays arising out of Section 5.2 below) whether any alterationsseeking such approval, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall which may be deemed to constitute Landlord's approval of a COUNTY Delay for all purposes under the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)Lease. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five Within three (53) business days after receipt following LESSOR’s delivery of Landlord's Tenant Improvement Work such description and price, COUNTY’s Representative shall deliver to LESSOR written notice either granting or withholding authorization to proceed with the performance of the work shown on the requested Change Order ResponseOrder. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response no such authorization is received by LESSOR within such five three (53) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal COUNTY shall be deemed to be a part have withheld authorization to proceed with the performance of the Approved Tenant Improvement Construction Documents work shown on the Change Order. If the Change Order as approved by COUNTY pursuant to the above procedures results, in the opinion of the Architect, in the estimated Costs to exceed the Final Estimate (as may have, as of that time, been increased by any other duly approved Change Orders), then COUNTY shall pay the difference between the Allowance and the Additional Allowance, if utilized. LESSOR shall have no obligation to pay for the purposes Costs of this Article IIIany such COUNTY requested Change Order to the extent such Change Order increases the actual costs of construction above the Allowance and the Additional Allowance, if utilized. Upon receipt of a Change Order request, LESSOR shall be entitled to stop the Premises Improvements construction if, in LESSOR’s reasonable judgment, it is necessary to halt construction to accommodate the Change Order request, provided LESSOR shall have first advised COUNTY that said Change Order, if implemented or considered pursuant to the above procedures, shall cause such a halt in construction thereby providing COUNTY the opportunity to withdraw said Change Order. All such delays in construction shall be considered a COUNTY Delay. All approved Change Orders shall be signed by LESSOR, the Architect and COUNTY’s Representative or other signatory approved in writing by COUNTY.

Change Orders. In the event Tenant desires to change the Approved Working Drawings, Tenant shall have deliver written notice (the right“Drawing Change Notice”) of the same to Landlord, setting forth in accordance herewith, detail the changes (the “Tenant Change”) Tenant desires to submit for Landlord's approval change proposals subsequent make to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal")Working Drawings. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryshall, but no more later than (A) five (5) business days, Business Days after the submission thereof by Tenant (unless Landlord has previously advised Tenant that receipt of a longer time period is reasonably necessary due Drawing Change Notice to the nature extent the modification would reasonably require material engineering or architectural review (e.g., any change which could reasonable cause an Initial Alteration Design Problem), or (B) five (5) Business Days after receipt of any other Drawing Change Notice, either (i) approve the Tenant Change, or (ii) disapprove the Tenant Change and scope deliver written notice to Tenant specifying in reasonably sufficient detail the reasons for Landlord’s disapproval; provided, however, that Landlord may only disapprove of the Tenant Improvement Work Change Proposalif the Tenant Change creates an Initial Alterations Design Problem. If Landlord fails to timely respond to Tenant within any applicable response period referenced herein for Landlord’s approval of the Tenant Change, together then Tenant shall deliver a second notice requesting Landlord’s response to such Tenant Change and if Landlord thereafter fails to respond within three (3) Business Days, Landlord’s approval shall be deemed granted. Any additional costs which arise in connection with Landlord's good faith estimate as such Tenant Change shall be paid by Tenant; provided, however, that to the amount extent the “Allowance” (defined in Section E below) has not been depleted, such payment shall be made out of additional time that will be necessarythe Allowance, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in this Work Letter for the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination disbursement of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIAllowance.

Change Orders. After the parties approve the Final Plans and the Work Cost Estimate, any further changes to the Final Plans shall require the prior written approval of Tenant and Landlord (not to be unreasonably withheld or delayed). If Tenant desires any change in the Final Plans relative to the Tenant Improvements which is reasonable and practical (which shall be conclusively determined by the Architect), such changes may only be requested by the delivery to Landlord by Tenant of a proposed written "Change Order" specifically setting forth the requested change. Landlord shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after days from the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope receipt of the proposed Change Order to provide Tenant Improvement Work with the Architect's disapproval of the proposed change stating the reason(s) for such disapproval, or if the Architect approves the proposed change, the following items: (i) a summary of any increase or decrease in the cost caused by such change (the "Change ProposalOrder Cost"), together with (ii) a statement of the number of days of any delay caused by such proposed change (the "Change Order Delay"), and (iii) a statement of the cost of the Change Order Delay (the APPLIX, INC. LEASE AGREEMENT "Change Order Delay Expense"), which Change Order Delay Expense shall be the product of the number of days of delay multiplied by the estimated daily Base Rent rate. Tenant shall then have five (5) business days to approve the Change Order Cost, the Change Order Delay and the Change Order Delay Expense. If Tenant approves these items, Tenant shall pay to Landlord's good faith estimate , as to the amount cost of additional time the Change Order, within ten (10) business days of invoicing, as follows: fifty percent (50%) upon such Tenant Approval and the remainder upon completion of the Change Order, only to the extent such Change Order exceeds the allowance as defined in Section 10 of this Work Letter, and as to the cost of the Change Order Delay Expense, if applicable, upon the date that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient such rent payments would have been due if not for the purposes Change Order Delay. Landlord shall promptly following receipt of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule first payment for the Base Building WorkChange Order, as well as specifying (subject execute the Change Order and cause the appropriate changes to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Final Plans to be made. If Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure fails to respond to Landlord within said five (5) business day period period, the Change Order Cost, the Change Order Delay and the Change Order Delay Expense shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed disapproved by Tenant at and Landlord shall have no further obligation to perform any Work set forth in the expiration or earlier termination of proposed Change Order. The Change Order Cost shall include all costs associated with the TermChange Order, including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by the Architect and the Contractor (defined in Section 7). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work The Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Delay shall include all delays caused by the Change Order Response within such five Order, including, without limitation, all design and construction delays, as conclusively determined by the Architect and the Contractor (5) business day perioddefined in Section 7), such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIrespectively.

Change Orders. In the event Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall have deliver written notice (the right"Drawing Change Notice") of the same to Landlord, setting forth in accordance herewith, detail the proposed changes (the "Tenant Change") Tenant desires to submit for Landlord's approval change proposals subsequent make to the completion of the Approved Tenant Improvement Construction Documents Working Drawings. Within three (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (53) business daysdays following receipt of a Drawing Change Notice, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due shall deliver written notice to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying either (subject to the terms of Section 5.2 belowi) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the proposed Tenant Improvement Work Change Proposal and determination that none Change, or (ii) its disapproval of the items shown thereon are proposed Tenant Change (not to be removed by unreasonably withheld, conditioned or delayed, in accordance with Landlord's rights under Section 3.4 of this Work Letter) specifying in reasonably sufficient detail the reasons for Landlord's disapproval. If Landlord fails to notify Tenant at the expiration of Landlord's approval or earlier termination disapproval of the Term). any such Tenant Change within such three (3) business day period, Tenant shall have the right to then proceed provide Landlord with or withdraw a second written request for approval (a "Tenant Change Second Request") that specifically identifies the Tenant Change and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE." If Landlord fails to respond to such Tenant Improvement Work Change Proposal Second Request within five (5) business days after receipt of by Landlord's , the Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal change in question shall be deemed withdrawnapproved by Landlord. If Tenant proceeds with shall pay all additional costs and fees, if any, attributable to such Tenant Improvement Work Change ProposalChange, then such Tenant Improvement Work Change Proposal shall be deemed subject to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIISection 4.2.1 below.

Change Orders. The Scope of Work defines the entire scope of Landlord’s obligation to construct or provide the Improvements. Tenant shall have not be entitled to specify or designate any finishes, grades of materials, or other specifications or details of the rightconstruction of the Improvements which are not specifically provided for in or contemplated by the Scope of Work unless requested to do so by Landlord. Subject to this subsection, in accordance herewithhowever, to submit for Landlord's approval change proposals subsequent Landlord shall make additions or changes to the Scope of Work requested by Tenant. If Tenant shall desire any such changes, Tenant shall so advise Landlord in writing (a “Change Order Request”) as promptly as possible so as not to delay the orderly development of the Final Plans and completion of construction of the Approved Improvements. All reasonable costs incurred by Landlord in having any Change Order Request reviewed and evaluated shall be paid from the Allowance or by Tenant Improvement Construction Documents if the Allowance and the Additional Allowance is exhausted, or Tenant has elected not to pay such Change Order from the Additional Allowance. Such costs shall include, but not be limited to, the reasonable costs of architects, engineers, and consultants in reviewing and designing any such changes and the cost of contractors in providing cost estimates and constructability, functionality and product availability analyses. Tenant acknowledges and agrees that (eachi) Landlord shall not be obligated to accept any Change Order Request if in the reasonable judgment of Landlord the requested change would have a material and adverse effect on the quality, useful life, value, functionality or costs of operating or maintaining the Improvements; (ii) Tenant shall bear all costs and expenses associated with incorporating into the Preliminary Plans and Specification and Final Plans and the Improvements any Change Order Request accepted by Landlord (and Tenant shall pay such costs to Landlord as provided below); (iii) Landlord shall not be obligated to accept the least expensive method of incorporating the requested change if in the judgment of Landlord, such method does not incorporate sound construction practices; (iv) if the Change Order Request affects the roof, slab, structural components or systems or equipment to be installed within the Improvements or the future serviceability of the Improvements, and the Landlord determines that in order to lease the building to any subsequent tenant, additional work will have to be done to remove the effect of such change, the anticipated costs of restoring the Improvements to the condition it would have be in but for such change will also be paid in advance by the Tenant as a condition to Tenant’s change, as provided below; and (v) to the extent Tenant specifies any items which have not been recommended by Landlord, Tenant assumes full responsibility for their performance. Upon agreement between Landlord and Tenant on the change that will be incorporated into the Final Plans and Improvements as a result of a Change Order Request, and the cost of such change, the Landlord and Tenant shall execute a change order (a “Change Order”) setting forth the parties’ agreement as to such terms. In addition and with Tenant’s prior written approval for additional costs, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to Order will be executed if the amount of additional time that will be necessary, or the fact that the information provided by Tenant any allowance item in the Scope of Work is not sufficient to cover Landlord’s actual cost, overhead and profit, such amount that exceeds an individual allowance for a work component in the Scope of Work being the sole responsibility and expense of Tenant Improvement Work to be paid in accordance with this Change Proposal is insufficient Order subsection. Payment of the Change Order cost shall be due from Tenant prior to the date that Landlord enters into any contract change order, work order or other commitment for the purposes costs thereof and as a condition to implementation of enabling Landlord to make such Change Order. If the determination set forth herein)Allowance is exhausted, advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with may pay its costs from the designAdditional Allowance. If the Additional Allowance is exhausted, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw pay such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIcosts directly.

Change Orders. In the event that Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent requests any changes to the completion of the Approved Tenant Improvement Construction Documents Plans and Specifications (each, a "“Tenant Improvement Work Change Proposal"Order”). , Landlord agrees to respond will not unreasonably withhold, delay or condition its consent to any such changes, provided the changes do not create a Design Problem as defined below. Upon Landlord’s approval of a Tenant Improvement Change Order, the parties will execute a written Change Order specifying the change in the Turnkey Work and the additional cost, if any. The additional cost, if any, related to any Tenant Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after Order will be paid from the submission thereof Allowance or by Tenant (unless Landlord has previously advised if in excess of the Allowance. If a Tenant Change Order leads to a Tenant Delay that a longer delays Substantial Completion of the Landlord’s Work, the Commencement Date of the Lease will not be delayed for the additional time period is reasonably necessary due attributable to the nature Tenant Change Order causing said delay. Landlord may make minor changes in the Turnkey Work that will not have any material adverse impact on Tenant’s use and scope occupancy of the Premises, provided that any such changes are addressed in an OAC meeting. For example, Landlord may make substitution of equal or better quality materials or finishes based upon availability of materials, pricing, or contractor recommendations. Tenant Improvement Work Change Proposalwill cause Tenant’s representative to attend all OAC meetings relating to the Turnkey Work. Landlord will notify Tenant and obtain Tenant’s prior written consent prior to making any material changes in the Turnkey Work. As used herein, together a “Design Problem” will mean or include (a) the Approved Plans and Specifications not complying with applicable laws, (b) the improvements depicted in the Approved Plans and Specifications would adversely affect the Building’s systems, the Building exterior and/or the Building structural components, and/or (c) the improvements depicted in the Approved Plans and Specifications would adversely affect other occupants in the Building. Furthermore, and notwithstanding anything to the contrary contained herein, changes to the Approved Plans and Specifications in connection with Landlord's good faith estimate as to the amount of additional time that ’s Additional Work will (i) be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, at Landlord’s sole cost and construction schedule for expense, and separate from the Base Building WorkAllowance, as well as specifying (subject to the terms of Section 5.2 belowii) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to not be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay, and (iii) not constitute a Tenant Change Order.

Change Orders. Tenant may, from time to time prior to the occurrence of Substantial Completion, submit to Landlord any written requests for changes or additions to the Construction Documents and/or the Improvements desired by the Tenant in such detail as Landlord may reasonably require (each a "Change Order"), which changes or additions shall have be subject to Landlord's approval, which approval shall not be unreasonably withheld or delayed. Such approval shall include Landlord's written notice to Tenant of (i) the rightnet increase, if any, in accordance herewiththe actual out-of-pocket cost to be incurred by Landlord in completing the work associated with the Change Order including the preparation of plans therefor (the "Change Cost"), to submit for Landlord's approval change proposals subsequent to and (ii) the completion anticipated delays, if any, in completing the work as a result of such Change Order, including the Approved Tenant Improvement Construction Documents processing and permitting thereof (each, a the "Tenant Improvement Work Change ProposalDelay"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within Within five (5) business days after Tenant's receipt of Landlordsuch notice, Tenant shall give to Landlord written notice to proceed or not to proceed with the Change Order. Tenant's Tenant Improvement Work notice to proceed with the Change Order Responseshall include a specific written agreement from Tenant to pay to Landlord the Change Cost and written confirmation of Tenant's acceptance of the Change Delay. Following the required approvals and subject thereto (Landlord shall not be required to implement Change Orders if necessary approvals and permits cannot be obtained), upon Tenant's written acceptance of any such Change Order, Landlord shall promptly revise the Construction Documents to incorporate the Change Order and shall proceed to complete the Improvements in accordance with the Change Order. Any and all Change Costs up to a total amount of $300,000 shall, at Tenant's option exercised by written notice to Landlord included in Tenant's notice to proceed with the work contemplated by the Change Order, (i) be paid by Tenant within fifteen (15) days after the occurrence of Substantial Completion and written demand by Landlord accompanied by substantiating documentation, or (ii) be initially paid by Landlord and shall be charged back to Tenant as an adjustment to Base Rent (hereinafter defined). In the case of (ii), the annual adjustment to Base Rent shall be the total Change Cost (up to a maximum of $300,000) multiplied by ten and one-half percent (10.50%). If Tenant fails to respond provide written notice of its election as provided above, Landlord shall have the option, exercisable by written notice to Landlord's Tenant Improvement Work Change Order Response within prior to the occurrence of Substantial Completion, to elect repayment under (i) or (ii) above, and if Landlord fails to give such five (5) business day periodwritten notice, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Landlord shall be deemed to be a part have elected option (i) above. Tenant shall pay total Change Costs in excess of $300,000 as follows: (A) fifty percent (50%) of the Approved Tenant Improvement Construction Documents for Change Cost shall be paid to Landlord upon approval of the purposes applicable Change Order, and (B) the balance shall be paid within fifteen (15) days after the occurrence of this Article III.Substantial Completion and written

Change Orders. In the event Tenant desires to make any material changes to the Approved Working Drawings, Tenant shall have deliver written notice (the right"Drawing Change Notice") of the same to Landlord (which Landlord may require to be on a standard AIA Change Order form), setting forth in accordance herewith, detail the proposed changes (the "Tenant Change") Tenant desires to submit for Landlord's approval change proposals subsequent make to the completion of the Approved Tenant Improvement Construction Documents Working Drawings. Within three (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (53) business daysdays following receipt of a Drawing Change Notice, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due shall deliver written notice to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying either (subject to the terms of Section 5.2 belowi) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the proposed Tenant Improvement Work Change Proposal and determination that none Change, or (ii) its disapproval of the items shown thereon are proposed Tenant Change (not to be removed by unreasonably withheld, conditioned or delayed, in accordance with Landlord's rights under Section 3.3 of this Fifth Amendment Premises Work Letter) specifying in reasonably sufficient detail the reasons for Landlord's disapproval. If Landlord fails to notify Tenant at the expiration of Landlord's approval or earlier termination disapproval of the Term). any such Tenant Change within such three (3) business day period, Tenant shall have the right to then proceed provide Landlord with or withdraw a second written request for approval (a "Tenant Change Second Request") that specifically identifies the Tenant Change and contains the following statement in bold and capital letters: "THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO THE PROVISIONS OF SECTION 3.6 OF THE WORK LETTER ATTACHED TO THE FIFTH AMENDMENT TO LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE TENANT CHANGE." If Landlord fails to respond to such Tenant Improvement Work Change Proposal Second Request within five (5) business days after receipt of by Landlord's , the Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal change in question shall be deemed withdrawnapproved by Landlord. If Tenant proceeds with shall pay all additional costs and fees, if any, attributable to such Tenant Improvement Work Change ProposalChange, then such Tenant Improvement Work Change Proposal shall be deemed subject to be a part application of the Approved Tenant Fifth Amendment Premises Improvement Construction Documents for the purposes of this Article IIIAllowance.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent No material changes or modifications to the completion of Approved Seismic Plans shall be made unless by written Change Order signed by Landlord and Xxxxxx. Landlord may make material changes, additions or alterations to the Approved Seismic Plans only with Xxxxxx’s approval. In addition, Tenant Improvement Construction Documents may request changes, additions or alterations to the Approved Seismic Plans pursuant to this Section 1.14, which changes shall be subject to Landlord’s reasonable approval, not to be unreasonably withheld or delayed. If Tenant requests any changes to the Seismic Work or Approved Seismic Plans (each, a "“Tenant Improvement Requested Change”), Tenant shall notify Landlord in writing, with the date of such request being referred to herein as the “Tenant Requested Change Date”) and Landlord shall have ten (10) days to provide Tenant notice of Landlord’s approval (and if Landlord so disapproves the requested change, it shall provide the reasons why it so disapproves the requested change) together with: (i) the length of time Landlord estimates it will take to implement such change, addition or alteration, (ii) the costs of such change, addition or alteration, and (ii) whether any delay in completion of the Seismic Work Change Proposal")or delivery of any Sub-Phase of Phase A is anticipated as a result thereof and the estimated length of time of such delay. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than shall thereafter have five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due days to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with approve or withdraw its request for such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsechange. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall will be deemed withdrawnto have withdrawn its request. If Tenant proceeds with does not withdraw its request, then Landlord shall, subject to its reasonable approval as provided above, cause a change order to be issued to the Seismic Work Contract, implementing Tenant’s requested change (“Tenant Requested Seismic Change Order”). The date of Landlord’s final approval of any Tenant Requested Change or Tenant’s withdrawal or deemed withdrawal of such request is referred to herein as “Tenant Requested Change Determination Date”. The time period between a Tenant Requested Change Date and the Tenant Requested Change Determination Date for such request may constitute a “Tenant Delay” as described in Section 11 below. To the extent the Seismic Work Costs as a result of the Tenant Requested Seismic Change Order (including costs incurred by Landlord, the Structural Engineer, Contractor and any architect or consultants in reviewing the proposed Tenant Requested Seismic Change Orders, whether or not such Tenant Improvement Requested Seismic Change Orders are implemented) plus the amount of the construction supervision fee in the amount of three percent (3%) of the total hard and soft costs of any work performed pursuant to a Tenant Requested Seismic Change Order will exceed the available Seismic Work Change ProposalAllowance, then Tenant shall pay such excess amounts within thirty (30) days after Tenant’s written approval of such Tenant Improvement Requested Seismic Change Order, (provided that, to the extent funds are available from the Seismic Work Change Proposal shall Allowance, such costs may be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIpaid or reimbursed from such Seismic Work Allowance).

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval Any change proposals subsequent order (“Change Order”) to the completion Landlord Improvements and Tenant Improvements and/or any portions of the Approved Improvements applicable to the portions of the Building and the Project that are intended for the use and benefit of Tenant Improvement Construction Documents may be initiated by Landlord or Tenant; provided, however, such Change Orders will be subject to Landlord’s and Tenant’s prior written approval, which approval will not be unreasonably withheld, delayed, or conditioned so long as such Changer Order (eachi) is required by applicable law, a "(ii) does not increase the costs of the Landlord Improvements or Tenant Improvement Work Improvements (unless the party requesting the Change Proposal"). Landlord Order agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessarypay for the increase in the costs of construction), but no more than five or (5iii) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due does not result in significant delays to the nature Work Schedule. Any delays in the Work Schedule caused directly and scope specifically by a Change Order initiated or caused by Landlord or Tenant will be the responsibility of the party requesting the Change Order. If Landlord or Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as fails to the amount approve or disapprove of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes a written notice of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work a proposed Change Order Response") within ten (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (510) business days after the receipt of Landlord's Tenant Improvement Work the request to proceed with the Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work (together with the support documentation and information specified in this Section 10), the proposed Change Order Response within such five (5) business day periodwill be deemed conclusively to have been approved. Upon approval of a Change Order that results in a Tenant Construction Delay then, such Tenant Improvement at the election of Landlord, the applicable time tables, deadlines, and critical milestones provided in the Work Change Proposal Schedule will be extended or advanced by the appropriate number of days and the Work Schedule shall be deemed withdrawnmodified in accordance therewith. If Landlord shall provide written notice to Tenant proceeds with such if any Change Order will result in a Tenant Construction Delay. Additionally, upon approval of a Change Order that requires adjustments, modifications, or revisions to the previously approved Landlord Improvement Plans or the Tenant Improvement Work Change ProposalPlans, then such the Landlord Improvement Plans or the Tenant Improvement Work Change Proposal Plans, as applicable, shall be deemed to be a part of modified and approved in accordance with the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIChange Order.

Change Orders. 6.1 In the event that Tenant desires a Change Order, Tenant shall have submit to Construction Manager Construction Documents or other appropriate documentation setting forth the right, proposed change and instructing Construction Manager in writing whether to cease work or cease any segment of work while the Change Order is being reviewed as such review is more particularly described below (in which case the delay shall be a Tenant Delay) or whether Construction Manager should continue constructing the Tenant Improvements in accordance herewithwith the Final Plans notwithstanding the Change Order. In the event that no such written instructions are given, to submit for Landlord's approval change proposals subsequent Construction Manager shall continue constructing the Tenant Improvements in accordance with the Final Plans without regard to the completion Change Order. Within three (3) Business Days after receipt of any request for a Change Order from Tenant Construction Manager shall (a) review such request to determine whether the proposed Change Order would be consistent with the style, type, and quality of construction of the Approved Building and (b) approve or reject the proposed Change Order based upon such review for consistency. If Construction Manager has stopped work, or some segment thereof at Tenant's request. Construction Manager shall not resume work, or some segment thereof, until it receives written instructions from Tenant Improvement authorizing the recommencement of such work. Upon the granting of any approval Construction Documents (each, a "Manager shall notify Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposalamount, together with Landlord's good faith estimate as to the amount if any, of additional time TI Cost arising from the request for the Change Order and of Construction Manager's estimate of the delay in Substantial Completion that will be necessarycaused by such proposed Change Order, if any. In the event of a rejection by Construction Manager of the Change Order, or any part thereof, Tenant may make changes to the fact that proposed Change Order and resubmit the information provided by Tenant in same to Construction Manager pursuant hereto. Upon receiving Construction Manager's approval to a Change Order and the Tenant Improvement Work Change Proposal is insufficient cost for the purposes of enabling Landlord to make the determination set forth herein)Change Order, advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Workshall, as well soon thereafter as specifying practicable, but in no event in excess of three (subject to the terms of Section 5.2 below3) whether Business Days, and understanding that any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within during said five (5) business day period may cause delays in Substantial Completion substantially greater than the estimate given by Construction Manager, authorize the performance of the Change Order work that Tenant desires by approving in writing the commencement of the Change Order work and the cost thereof and by submitting to Construction Manager any necessary revisions to the Final Plans in a form sufficient for Construction Manager to obtain all necessary permits and approvals to construct the Tenant Improvements and to perform the Tenant Improvements without the need for additional details or information in accordance with such revised Final Plans. Upon the submission of such revised Final Plans, such revised Final Plans shall become the Final Plans hereunder. Any delay in Substantial Completion caused by the Change Order, whether greater or less than Construction Manager's estimate, shall be deemed to constitute Landlord's approval of the a Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

Change Orders. No material changes or modifications to the Approved Final Plans shall be made unless by written Change Order signed by Landlord and Xxxxxx. Landlord may make material changes, additions or alterations to the Approved Final Plans only with Xxxxxx’s approval. In addition, Tenant may request changes, additions or alterations to the Approved Final Plans or the Tenant Directed Improvements in accordance with this Section 3.3. If Tenant notifies Landlord of a Tenant Requested Change to the Tenant Directed Improvements or the Approved Final Plans, Landlord shall have ten (10) days to provide Tenant notice of: (i) the length of time Landlord estimates it will take to make such change, addition or alteration, (ii) the costs of such change, addition or alteration, and (ii) whether any delay in delivery of the Tenant Directed Improvements is anticipated as a result thereof and the estimated length of time of such delay. Tenant shall thereafter have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due days to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with approve or withdraw its request for such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsechange. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall will be deemed withdrawnto have withdrawn its request. If Tenant proceeds with does not withdraw its request, then Landlord shall cause a change order to be issued to the Construction Contract, implementing the Tenant Requested Change Order. Tenant shall pay all costs attributable to a Tenant Requested Change within thirty (30) days after Xxxxxxxx’s request therefor, including out-of-pocket costs incurred by Landlord or Contractor in reviewing proposed Tenant Requested Changes, whether or not such Tenant Improvement Work Requested Change Proposalis implemented as a Tenant Requested Change Order. Tenant shall not unreasonably withhold approval of any change to the Final Plans that may be necessary to obtain any Permits, then such Tenant Improvement Work Change Proposal shall or that may be deemed required by city officials or inspectors to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIcomply with code rulings or interpretations.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval (not to be unreasonably withheld, conditioned or delayed) change proposals subsequent to the completion preparation of the Approved Tenant Improvement Construction Documents Plans (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (but not later than ten (10) business days unless Landlord has previously advised Tenant that a longer additional time period is reasonably necessary due to the nature and scope complexity of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth hereinrequested change), advising Tenant of any items anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, which Landlord in good faith reasonably believes are inconsistent with the design, cost and may include a construction schedule for the Base Building Workmanagement fee of 4%, as well as specifying an estimate of any delay (subject to the terms of Section 5.2 below“Change Order Delay”) whether any alterations, additions or improvements shown which would likely result in the Tenant Improvement completion of Landlord’s Sixth Amendment Premises Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be a part of the Approved deemed “Tenant Improvement Construction Documents for the purposes Excess Costs” and shall be paid as set forth in Section 1.3 of this Article IIIWork Agreement.

Change Orders. Tenant shall have If the rightState’s Project Manager or the Contractor identifies a minor change in the Work Plan and budget, in accordance herewitheither party may initiate a Change Order using the Change Order Form provided by the MPCA. Minor changes are defined as reallocating less than ten percent (10%) or $50,000, to submit for Landlord's approval change proposals subsequent to the completion whichever is less, of the Approved Tenant Improvement Construction Documents (eachoverall Work Order, a "Tenant Improvement Work cumulatively, between tasks or objectives. Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryOrders may not delay or jeopardize the success of the Project, but no more than five (5) business days, after alter the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and overall scope of the Tenant Improvement Project, increase or decrease the overall amount of the Work Order, or cause an extension of the term of the Work Order. Major changes or reallocations (over 10% or $50,000) require a Work Order Amendment rather than a Change ProposalOrder. The State’s Project Manager and the Contractor’s Project Manager shall sign the Change Order Form in advance of doing the work, together with Landlord's good faith estimate as which will then become an integral and enforceable part of the Work Order. A Revised Project Work Plan must be attached to the Change Order. No Change Order shall be issued for cost overruns. Change Orders shall be issued up to the amount of additional time the contingency and only for work that will be necessary, or reflects a minor change in scope. A Change Order may extend the fact that schedules within the information provided by Tenant Work Order and must not cause an increase in the Tenant Improvement cost of completion of the work beyond the amounts authorized in the Work Change Proposal is insufficient for Order. If the purposes requested task change will change the scope of enabling Landlord to make services of a Subcontractor, then the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent Subcontractor must agree with the designchange and sign the Change Order Form. WORK ORDER AMENDMENTS Except for changes made by Change Orders described in Clause 9, cost and construction schedule for the Base Building WorkChange Orders, as well as specifying (subject of this Master Contract, all other changes to the terms Project Work Plan established in a Work Order shall be made by a Work Order Amendment, signed by the State's Authorized Representative, the Contractor’s Authorized Representative, and the Department of Section 5.2 below) whether any alterations, additions Administration Authorized Representative. A Work Order Amendment may be initiated by the State or improvements shown in by the Tenant Improvement Contractor. Under no circumstances shall the Contractor proceed with work beyond the work authorized by a Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Order unless a Change Order Response") (it being understood or a Work Order Amendment has been approved by the State. Each Work Order Amendment shall become an integral and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a enforceable part of the Approved Tenant Improvement Construction Documents for Master Contract once executed by the purposes of this Article IIIState. Changes in Work Order end dates must be processed through a Work Order Amendment.

Change Orders. From time to time after the date of the Amendment, Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent may notify Landlord of changes that Tenant proposes be made to the completion of the Approved Tenant Improvement Construction Documents Final Plans (each, a "Tenant Improvement Work “Change Proposal"Order”). Promptly upon Tenant’s delivery to Landlord agrees to respond to any such Tenant Improvement Work of a Change Proposal within such time as is reasonably necessaryOrder, but no more than five (5) business days, after the submission thereof by Landlord shall notify Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary “Change Order Notice”) of both: (i) any estimated increase in the Work Cost due to the nature Change Order, and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant (ii) any estimated delay (an “Estimated Delay”) in the Tenant Improvement Work Change Proposal is insufficient for Scheduled Commencement Date if the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)is implemented. Tenant shall have notify Landlord of its final approval or disapproval of the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal Order within five two (52) business days after receipt of Landlord's Landlord delivers to Tenant Improvement Work the applicable Change Order ResponseNotice (“Change Order Response Period”). If Tenant fails to respond to Landlord's timely notify Landlord of its approval or disapproval of any proposed Change Order, Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part have automatically disapproved that particular Change Order and Landlord shall not proceed to implement any of the Approved changes specified therein. If Tenant Improvement Construction Documents timely notifies Landlord of its approval of the Change Order, then the cost of such Change Order shall be added to the Work Cost and paid for from the purposes Allowance, to the extent that Allowance proceeds are available; however, as provided above, Tenant remains solely responsible for any Excess Work Cost. In such event, any delay in the Scheduled Commencement Date resulting from the performance of this Article IIIthe work described in the relevant Change Order shall be deemed a Delay Event (defined below).

Change Orders. No material changes or modifications to the Approved Working Drawings shall be made except by a written change order signed by Landlord and Tenant. If Tenant desires any material change in the Approved Working Drawings (a “Tenant Change”), Tenant shall have cause the rightArchitect or the Contractor to prepare and to submit to EXHIBIT B [535 Mission Street] Landlord a copy of the change order reflecting the proposed Tenant Change. Landlord shall not unreasonably withhold or condition its approval of a Tenant Change, and shall approve or disapprove of the same within three (3) business days after receipt thereof; provided that Landlord may withhold its consent, in accordance herewithits sole discretion, to submit for Landlord's approval any change proposals subsequent if such Tenant Change would directly or indirectly delay the Substantial Completion of the Premises; provided, further, that to the extent Tenant agrees in writing that such delay shall be deemed a Tenant Delay pursuant to Section 5.2.8 of this Tenant Work Letter, then such consent shall not be unreasonably withheld by Landlord. If Landlord disapproves a Tenant Change, Landlord shall notify Tenant of the revisions required, if any, that would make the change order acceptable to Landlord. At the time Landlord approves of a Tenant Change, Landlord shall provide Tenant with Landlord’s estimate of (i) the increase or decrease in the cost of the Tenant Improvements which would result from such Tenant Change, and (ii) the delay, if any, in the commencement or completion of the Approved Tenant Improvement Construction Documents (each, a "Improvements which would result from such Tenant Improvement Work Change Proposal")Change. Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryshall exercise reasonable care in preparing the cost and delay estimates, but no more than five (5) business days, after such estimates will not limit Tenant’s obligation to pay for the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to actual increase in the nature and scope cost of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in Improvements resulting from the Tenant Improvement Work Change Proposal is insufficient or Tenant’s responsibility for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in actual delays resulting from the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term Change. Within three ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (53) business days after receipt of Landlord's the cost and delay estimates, Tenant Improvement Work Change Order Responseshall notify Landlord in writing whether Tenant approves the Tenant Change. If Tenant approves of the Tenant Change, then Tenant and Landlord shall execute the change order, and the Approved Working Drawings shall be revised to incorporate the Tenant Change. If Tenant fails to respond to Landlord's approve the Tenant Improvement Work Change Order Response within such five three (53) business day perioddays, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part construction of the Tenant Improvements shall proceed in accordance with the Approved Tenant Improvement Construction Documents for Working Drawings without incorporating the purposes of this Article IIIchange order.

Change Orders. The Specifications define the entire scope of Landlord's obligation to construct or provide the ------------- Initial Improvements. Subject to this paragraph, however, Landlord shall make additions or changes to the Specifications requested by Tenant. If Tenant shall have desire any such changes, Tenant shall so advise Landlord in writing (a "Change ------- Order Request") as promptly as possible so as not to delay the rightorderly development of the Final Plans. All reasonable -------------- costs incurred by Landlord in having any Change Order Request reviewed and evaluated shall be reimbursed by Tenant within thirty (30) days after demand. Such costs shall include, but not be limited to, the reasonable costs of architects, engineers, and consultants in accordance herewithreviewing and designing any such changes and the cost of contractors in providing cost estimates and constructability, functionality and product availability analyses. Tenant acknowledges and agrees that (i) Tenant shall bear all costs and expenses associated with incorporating into the Final Plans and the Initial Improvements any Change Order Request accepted by Landlord, including without limitation an administrative fee to submit for Landlord's approval Landlord equal to ten percent (10%) of the increased cost resulting from such change proposals subsequent (if the change Order will result in a cost savings, Tenant shall not be obligated to pay any administrative fee as to such Change Order); and (ii) any delays in the development of the Final Plans or completion of the Approved Tenant Improvement Construction Documents Initial Improvements resulting from addressing Tenant's Change Order Request and incorporating any such change into the Final Plans and Initial Improvements shall constitute an Excusable Delay (each, a "Tenant Improvement Work Change Proposal"as defined in Paragraph 5 below). Upon agreement between Landlord agrees to respond to any such and Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after on the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time change that will be necessary, or ------------ incorporated into the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes Final Plans and Initial Improvements as a result of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work a Change Order ResponseRequest, and the cost of such change, the Landlord and Tenant shall execute a change order (a "Change Order") (it being understood and agreed that Landlord's failure setting forth the parties' agreement as ------------- to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)such terms. Tenant shall have the right may elect to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work pay for any Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.that will increase costs by either:

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent with respect to items of work not shown on the completion of the Approved Tenant Improvement Construction Documents Additional Premises Plan (each, a "Tenant Improvement Work “Change Proposal"”). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items anticipated increase in costs which Landlord in good faith reasonably believes are inconsistent costs shall include a construction management fee equal to 6% of the Change Proposal (“Change Order Costs”) associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord’s Additional Premises Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("“Landlord's Tenant Improvement Work ’s Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term”). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work ’s Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work ’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work approves Landlord’s Change ProposalOrder Response, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid as Tenant Plan Excess Costs in the Approved Tenant Improvement Construction Documents for the purposes manner set forth in Section 1.5 of this Article IIIWork Agreement.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion Landlord's approval of the Approved Tenant Improvement Construction Documents Plans and Tenant's approval of the Tenant Plan Excess Costs, if any (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five necessary (5taking into consideration the information contained 45 S:\Lcgal\Waltham\77 Founh Avcnue\I.eascs\Phasc Forward (H).doc in such Change Proposal) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein)Tenant, advising Tenant of any items which Landlord anticipated increase in good faith reasonably believes are inconsistent costs ("Change Order Costs") associated with the design, cost and construction schedule for the Base Building Worksuch Change Proposal, as well as specifying (subject to the terms an estimate of Section 5.2 below) whether any alterations, additions or improvements shown delay which would likely result in the Tenant Improvement completion of the Landlord's Work if a Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term is made pursuant thereto ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with approve or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part "Change Order" hereunder and if the Change Order is made and such Change Order increases the costs of the Tenant Improvement Work in excess of the Approved Tenant Improvement Construction Documents for Plans Cost, then the purposes of this Article IIIChange Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be paid in the same manner as Tenant Plan Excess Costs are paid as set forth in Section 3.6.

Change Orders. If Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent require changes to the completion approved Construction Documents or the Construction Contract ("Change Orders"), Tenant shall deliver to Landlord for its approval, which approval shall not be unreasonably withheld or delayed, a detailed description of the Approved Tenant Improvement Construction Documents proposed change, including any plans and specifications for such Change Orders, if applicable (eachcollectively, a the "Tenant Improvement Work Change ProposalOrder Plans"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Tenant's Change Order Plans, either provide comments to such Change Order Plans or approve the same. If Landlord provides Tenant with comments to the initial draft of the Change Order Plans, and provided Tenant still desires to pursue such Change Order, Tenant shall provide revised Change Order Plans to Landlord incorporating Landlord's Tenant Improvement Work comments. Landlord shall then either provide comments to such revised Change Order ResponsePlans or approve such Change Order Plans. The process described in the previous sentence shall be repeated, if necessary, until the Change Order Plans have been finally approved by Landlord. After the Change Order Plans have been approved by Landlord and Tenant in writing, they shall be submitted to the Contractor for its review. The Contractor shall promptly upon receipt notify Landlord and Tenant of the estimated increase or reduction in cost and/or construction time which would likely result if such Change Order request is implemented. Following Tenant's receipt of such information from Contractor, Tenant shall have two (2) business days to withdraw such Change Order request. If Tenant fails to respond withdraw such Change Order request within such time, then the final Construction Documents and Construction Contract shall be amended accordingly to include such Change Order Plans. Tenant shall immediately pay Landlord for any increase in the amounts due under the Construction Contract as a result of such Change Order. In addition, Tenant shall pay for all preparations and revisions of the Change Order Plans (including Landlord's costs in reviewing the same) and the construction of all Change Orders. Any delays in the Substantial Completion of the Tenant Improvements caused by Tenant's Change Orders (whether or not they are implemented) shall constitute a "Tenant Delay" for purposes of Section 5 of this Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of Agreement and the Approved Tenant Improvement Construction Documents for the purposes of this Article IIILease.

Change Orders. If Tenant shall have request or authorize changes or additions to the rightTenant Work being performed by Landlord after approval of the Plans by Landlord and acceptance of cost estimates, in accordance herewithTenant shall be responsible for revising the Plans to reflect such changes or additions, and such changes or additions to submit for the Tenant Work and the revisions to the Plans shall be subject to Landlord's approval written approval. Landlord shall not be required to perform any such changes or additions until Landlord receives written authorization from Tenant and payment of 100% of Landlord's informal estimate of the cost of the new Tenant Work. Notwithstanding the foregoing, if any change proposals subsequent order is estimated to add an additional One hundred Thousand Dollars ($100,000.00) to the completion cost of the Approved Tenant Improvement Construction Documents Work, then Tenant shall only be required to pay fifty percent (each50%) of Landlord's informal estimate of such additional cost prior to Landlord commencing such work and another fifty percent (50%) of such estimate at the time that Landlord notifies Tenant that the Tenant Work is fifty percent (50%) complete, it being understood that once the Tenant Work is fifty percent (50%) complete Tenant shall be required to pay one hundred percent of such estimate prior to Landlord commencing such work. It is being expressly understood that due to time requirements Landlord may not deliver to Tenant a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to final price for any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryuntil after it has been performed, but no more than five (5) business days, after the submission thereof by and that Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due shall be required to the nature and scope make final payment of the Tenant Improvement Work Change Proposal, together with difference between Landlord's good faith estimate and actual price as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal Additional Rent within five (5) business days after receipt upon being invoiced therefor, subject to reasonable verification that charges are actual charges of Landlord's contractor but not subject to dispute as to the reasonableness of such charges. Any delays caused by any such changes or additions to the Tenant Improvement Work, any such revisions to the Plans or any delay in Tenant providing Landlord with authorization to perform the new Tenant Work Change Order Response. If Tenant fails or paying any amount required to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal be paid hereunder shall be deemed withdrawn. If a Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

Change Orders. If Tenant shall have requests Landlord’s approval of a change order to modify any portion of Landlord’s work from that shown on the rightApproved Plans (“Change Order”), in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, Change Order will not be unreasonably withheld provided the requested change does not result in a "Tenant Improvement Work Change Proposal")material change in the quality or character of the Project. Landlord agrees to shall respond to any such Tenant Improvement Work proposed Change Proposal within such time Order with reasonable promptness taking into consideration the complexity of the proposal. If Landlord approves a requested Change Order, Landlord shall prepare and submit to Tenant a written certification of the Change Order (the “Verification”), which shall state the amount, if any, of the increase or decrease in the cost (which shall be the actual costs or savings to Landlord) of Landlord’s work as is reasonably necessaryset forth in the Approved Plans. The Verification will also state Landlord’s reasonable estimate of any delays in completion of Landlord’s work expected to result from the Change Order. Within five business days after Tenant’s receipt of the Verification, but no more than five (5) business daysTenant shall approve or reject the same in writing. If the requested Change Order results in an increase in Landlord’s cost or a delay in the completion of Landlord’s work, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due shall acknowledge in writing its consent to the nature increase and/or delay and scope of to the Tenant Improvement Work Change ProposalOrder before Landlord shall be obligated to do the work contemplated by the Change Order. If the increase and/or delay is so approved by Tenant, together with Landlord's good faith estimate as to 90% the amount of additional time that the increase will be necessary, or the fact that the information provided paid by Tenant to Landlord within 10 days after completion of the work covered by the Change Order, with the balance to be paid upon final completion of the Base Building; savings, if any, resulting from any particular Change Order shall be netted against the total increases resulting from Change Orders. If any Change Order requires an additional period of time for completion of Landlord’s Work, all completion deadlines relating to Landlord’s construction obligations will be extended by that same period of time, provided, if Tenant approves a Change Order, Landlord will be bound by the time frames and amounts set out in the Tenant Improvement Work Verification. Approved Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Orders shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIPlans.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's ’s approval change proposals subsequent to the completion Landlord’s approval of the Approved Tenant Improvement Construction Documents Plans and Tenant’s approval of the Tenant Plan Excess Costs, if any (each, a "Tenant Improvement Work “Change Proposal"”). Landlord Xxxxxxxx agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt the submission thereof by Xxxxxx, advising Tenant of any anticipated increase in costs (“Change Order Costs”) associated with such Change Proposal, as well as an estimate of any delay which would likely result in the completion of the Landlord's Tenant Improvement ’s Work if a Change Proposal is made pursuant thereto (“Landlord’s Change Order Response”). With respect to Change Proposals for which a response cannot reasonably be developed within five (5) business days, Landlord shall within the five business-day response period advise Tenant of the steps necessary in order for Landlord to evaluate the Change Order Proposal and the date upon which Xxxxxxxx’s Change Order Response will be delivered. Tenant shall have the right within five (5) days after receiving Landlord’s Change Order Response (or Xxxxxxxx’s notice that a Change Proposal could not be evaluated within the five business-day response period set forth above) to then approve or withdraw such Change Proposal. If Tenant fails to respond to Landlord's Tenant Improvement Work Xxxxxxxx’s Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with approves such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed a “Change Order” hereunder and if the Change Order is made, then the Change Order Costs associated with the Change Order shall be deemed additions to the Tenant Plan Excess Costs and shall be a part of paid in the Approved same manner as Tenant Improvement Construction Documents for the purposes of this Article IIIPlan Excess Costs are paid as set forth in Section 1.6.

Change Orders. If the Tenant shall have requests any change, addition or alteration to the right, Final Plans or in accordance herewith, to submit for Landlord's approval change proposals subsequent to the construction and completion of the Approved Tenant Improvement Construction Documents Improvements ("Changes"), Landlord shall promptly give Tenant an estimate of the cost of such Changes and the resulting delay in the delivery of the Premises to Tenant Within two (2) days after Tenaxx'x xeceipt of such written estimate from Landlord, Tenant shall give Landlord written notice indicating whether or not Tenant elects to proceed with any such Changes. If Tenant elects to proceed with such Changes and if, and only if, Landlord approves such Changes, Landlord shall, at Tenants sole cost land expense, promptly make such Changes. If Tenant elects not to proceed with such Changes or fails to timely notify Landlord of Tenant's election within such two (2) day period, Landlord shall complete the Tenant Improvements in the Premises without making such Changes. In the event Tenant desires to proceed with such changes, no different work shall be done unless and until Tenant shall first execute a written agreement concerning the scope of the revised work or materials desired by Tenaxx, xxst of such work or materials and the effect of any resulting delay (each, a "Tenant Improvement Work Change ProposalOrder"). Further, a Change Order shall be required and executed in the event Tenant selects materials or quantities that differ from those specified in the Final Plans. All costs for labor and materials resulting from a Change Order, including the cost of all plans prepared pursuant thereto, shall be billed directly to Tenant by Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope upon completion of construction of the Tenant Improvement Work Change ProposalImprovements, together with Landlord's good faith estimate as to and Tenant shall pay the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, such bill as well as specifying Additional Rent within thirty (subject to the terms of Section 5.2 below30) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of thereof. All Work required pursuant to a Change Order shall be undertaken by Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIcontractor or its subcontractor and not by Tenant.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then request revisions to the Construction Plans for any Tenant Add/Alternate Costs (any such request for a revision being referred to as a “Change Order”) on a form provided or otherwise approved by Landlord. Any such Change Order shall be prepared by Landlord’s Architect at Tenant's sole cost and expense. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the estimated increased cost in the Finish Work, if any, resulting from such Change Order. Tenant, within three (3) business days, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any Change Order. If a Change Order results in an increase in the cost of Finish Work, such increased costs, plus any applicable state sales or withdraw such use tax thereon, shall be payable by Tenant Improvement Work within fifteen (15) days of demand. Notwithstanding anything herein to the contrary, all Change Proposal within five (5) business days after receipt Orders shall be subject to the approval of Landlord's Tenant Improvement Work , which approval shall not be unreasonably withheld, conditioned or delayed (subject to the immediately following paragraph). Landlord has no obligation to approve any Change Order Responseif, in Landlord’s reasonable judgment, such Finish Work (i) would delay completion of the applicable Finish Work beyond the Target Delivery Date, (ii) would materially increase the cost of operating the Building or increase the cost of performing any other work in the Building, (iii) is incompatible with the design, quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the Premises to general purpose office, or (v) otherwise does not comply with the provisions of the Lease (including, without limitation, Article 8). If By its execution of the Lease, and submission of Change Orders, Tenant fails will be deemed to respond have approved of such Change Orders. Notwithstanding the foregoing or anything herein to Landlord's Tenant Improvement Work the contrary, if any Change Order Response within such five (5) business day periodreasonably specifies a long lead item, such Tenant Improvement as custom cabinetry or a piece of specialized equipment, that Landlord reasonably determines could not be delivered and installed in a manner consistent with the completion of the applicable portion of the Finish Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposalby the Target Delivery Date, then such Tenant Improvement long lead item may be completed by Landlord following the date that all of the Finish Work Change Proposal is Substantially Complete without constituting a Landlord delay. Landlord shall have the right to make reasonable and non-material changes/field adjustments in and to the Finish Work to the extent that the same shall be deemed necessary or desirable in order to adjust to actual field conditions or to cause the Finish Work to comply with any applicable requirements of public authorities and/or requirements of insurance bodies. All changes/field adjustments shall be a part of noted on the Approved Tenant Improvement Construction Documents applicable plans or documents, and such plans or documents, as noted with such changes/field adjustments, shall constitute the final as-built drawings and specifications for the purposes of this Article IIIFinish Work.

Change Orders. Tenant may from time to time request and obtain change orders during the course of construction of the Building (each hereafter a “Change Order”), provided that: (i) each such request shall have be reasonable, shall be in writing and signed by or on behalf of Tenant, and shall not result in any structural change in the rightBuilding, as reasonably determined by Landlord; (ii) all additional non-structural charges and costs, including without limitation architectural and engineering costs, construction and material costs, processing costs of any governmental entity, and increased construction, construction management and supervision fees, together with an administrative fee to Landlord to cover its change order processing costs of $500.00 per occurrence, shall be the sole and exclusive obligation of Tenant; and (iii) any resulting delay in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Building shall be deemed a Tenant Improvement Construction Documents Delay and in no event shall extend the Commencement Date of the Lease. Upon Tenant’s request for a Change Order or upon any deemed Change Order as provided elsewhere in this Work Letter, Landlord shall as soon as reasonably possible submit to Tenant a written estimate of the increased cost and anticipated delay, if any, attributable to such Change Order. Within three (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (53) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope days of the date such estimated cost adjustment and delay are delivered to Tenant, Tenant Improvement Work shall (A) for a deemed Change ProposalOrder, together with Landlord's good faith estimate as remit to Landlord the amount of additional time that will be necessarythe increased cost attributable to such Change Order, or and (B) for a Change Order requested by Tenant, advise Landlord whether it wishes to proceed with the fact Change Order, and if Tenant elects to proceed with the Change Order, Tenant shall remit, concurrently with Tenant’s notice to proceed, the amount of the increased cost, if any, attributable to such Change Order. Election by Tenant to not proceed with any requested Change Order shall not relieve Tenant from its obligation to pay to Landlord its administrative processing charge of $500.00 for each requested Change Order. Unless Tenant includes in its initial Change Order request that the information provided by Tenant work in process at the Tenant Improvement Work time such request is made be halted pending approval and execution of a Change Proposal is insufficient for Order, Landlord shall not be obligated to stop construction of the purposes of enabling Landlord to make Building, whether or not the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject Change Order relates to the terms of Section 5.2 below) whether any alterations, additions work then in process or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are about to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIstarted.

Change Orders. If Tenant desires any change in the Final Tenant Plans relative to the Tenant Improvements which is reasonable and practical, such changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth in detail the requested change and the reasons for such requested change. Landlord shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after Business Days from the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope receipt of the Tenant Improvement Work proposed Change Proposal, together with Landlord's good faith estimate as Order to provide the amount following items: (a) a reasonable summary of additional time that will be necessary, or the fact that the information provided by Tenant any estimated increase in the Tenant Improvement Work cost caused by such change (“Change Proposal is insufficient for Order Cost”) and (b) a statement of the purposes estimated number of enabling Landlord to make the determination set forth herein), advising Tenant days of any items which Landlord in good faith reasonably believes are inconsistent with delay caused by such proposed change (the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work “Change Order Response") (it being understood and agreed that Landlord's failure to respond within said Delay”). Tenant shall then have five (5) business day period Business Days to approve the Change Order Cost and the Change Order Delay. If Tenant approves these items, Tenant shall pay to Landlord the Change Order Cost, if any, within forty-five (45) days after Landlord’s invoice therefor, which shall be deemed to constitute accompanied by evidence of Landlord's ’s payment of such Change Order Cost. Landlord shall, promptly upon Tenant’s approval of the Change Order Cost and Change Order Delay, execute the Change Order and cause the appropriate changes to the Final Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are Plans to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Responsemade. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response Landlord within such said five (5) business day Business Day period, such Tenant Improvement Work the Change Proposal Order Cost and the Change Order Delay shall be deemed withdrawndisapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order. If Tenant proceeds The Change Order Cost shall include all reasonable actual out-of-pocket costs associated with such Tenant Improvement Work the Change ProposalOrder, then such Tenant Improvement Work including, without limitation, architectural fees, engineering fees and construction costs, as reasonably determined by the Architect and the Contractor, respectively. The Change Proposal Order Delay shall be deemed to be a part of include all actual unavoidable delays caused by the Approved Tenant Improvement Construction Documents for Change Order, including, without limitation, all design and construction delays, as reasonably determined by the purposes of this Article IIIArchitect and the Contractor, respectively.

Change Orders. If, after preparation and review of the Leasehold Plans, Tenant requests any change or addition to the work and materials to be provided pursuant to the Leasehold Plans, then such change order shall require Landlord's approval. Tenant shall have the rightbe responsible for any delay in completion of Landlord's Work resulting from any change order requested by Tenant. In addition, in accordance herewith, to submit for Landlord's approval the event a change proposals subsequent order requested by Tenant with respect to the completion Leasehold Plans causes the Leasehold Cost to exceed the amount of the Approved Tenant Improvement Construction Documents (eachImprovements Allowance, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond then all additional expenses attributable to any such change or addition requested by Tenant Improvement and approved by Landlord, including Landlord's construction management fee equal to three percent (3%) of the net increase in the cost of the Leasehold Work Change Proposal shall be payable by Tenant, within ten (10) days after Landlord's submission of a statement of the additional expenses attributable to such change order, as additional rent. The Leasehold Architect (and after commencement of construction of the Leasehold Work only, the Leasehold Contractor) shall be responsible to coordinate the Leasehold Plans with field conditions. Landlord may make reasonable field substitutions (i.e., by substituting materials of comparable or better quality, cost and performance specifications) for materials specified in the Leasehold Plans if any materials specified in the Leasehold Plans cannot reasonably be obtained at the job site in time to be incorporated into the Leasehold Work in the normal progression and diligent prosecution of the Leasehold Work. No material substitutions shall be made without Tenant's prior approval; however, if Tenant withholds or delays its approval, any delay in obtaining and incorporating the originally specified materials (and any consequent delay in completing other work that appropriately must follow incorporation of such delayed materials into the Leasehold Work) that is not necessitated by any default of the contractor shall be deemed a Tenant Delay. As promptly as is reasonably necessary, but no more than five (5) business dayspossible under the circumstances, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that receiving a longer time period is reasonably necessary due request for a change or addition to the nature Leasehold Plans and scope of Leasehold Work, Landlord shall furnish Tenant with a proposal setting forth in reasonable detail the Tenant Improvement Work Change Proposal, together with LandlordLeasehold Contractor's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.additive or

Change Orders. Any changes to the Final Warm Shell Plans requested by Tenant shall have require the rightprior written approval of Landlord (not to be unreasonably withheld or delayed). If Tenant desires any change in the Final Warm Shell Plans or Landlord Work which is reasonable and practical (which shall be conclusively determined by Landlord), in accordance herewithsuch changes may only be requested by the delivery to Landlord by Tenant of a proposed written “Change Order” specifically setting forth the requested change. Landlord shall endeavor, within ten (10) business days from the receipt of the proposed Change Order, to submit for provide Tenant with Landlord's approval change proposals subsequent to the completion ’s disapproval of the Approved Tenant Improvement Construction Documents proposed change stating the reason(s) for such disapproval, or if the Landlord approves the proposed change, the following items: (eachi) a summary of any increase in the cost of Landlord Work caused by such change (the “Change Order Cost”), (ii) a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope statement of the Tenant Improvement Work number of days of any delay caused by such proposed change (the “Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth hereinOrder Delay”), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 belowiii) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination a statement of the Term ("Landlord's Tenant Improvement Work cost of the Change Order Response") Delay (it being understood and agreed that Landlord's failure to respond within said five (5) business day period the “Change Order Delay Expense”), which Change Order Delay Expense shall be deemed to constitute Landlord's approval the product of the Tenant Improvement Work Change Proposal and determination that none number of days of delay multiplied by the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term)estimated daily Base Rent rate. Tenant shall then have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five three (53) business days after receipt of Landlord's Tenant Improvement Work to approve the Change Order ResponseCost, the Change Order Delay and the Change Order Delay Expense. If Tenant approves these items, the sum of the Change Order Cost and Change Order Delay Expense shall be concurrently paid to Landlord at the time of such Tenant approval, and Landlord shall thereafter promptly execute the Change Order and cause the appropriate changes to the Final Warm Shell Plans to be made. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response Landlord or pay the amounts described in the foregoing sentence within such five said three (53) business day period, such Tenant Improvement Work the Change Proposal Order Cost, the Change Order Delay and the Change Order Delay Expense shall be deemed withdrawndisapproved by Tenant and Landlord shall have no further obligation to perform any work set forth in the proposed Change Order. If Tenant proceeds The Change Order Cost shall include all costs associated with such Tenant Improvement Work the Change ProposalOrder, then such Tenant Improvement Work including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by Landlord. The Change Proposal Order Delay shall be deemed to be a part of include all delays caused by the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIChange Order, including, without limitation, all design and construction delays, as conclusively determined by Landlord.

Change Orders. Tenant shall have be allowed to make changes to the right------------- Total Project, in accordance herewith, subject to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Workreasonable approval, as well follows: Tenant shall request such changes in a written change order ("Change Order(s)") signed by Tenant's Change Order Designee (as specifying (subject to the terms of Section 5.2 defined below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("and delivered to Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within Within five (5) business days after Landlord's receipt of a Change Order, Landlord shall respond to Tenant by submitting to Tenant either (a) a detailed statement of the cost of such changes (including additional fees, general conditions or overhead, if any) or (b) a written estimate of such additional time as Landlord requires to provide Tenant with the statement contemplated in subpart (a) above. Within five (5) days after Tenant's receipt of Landlord's detailed statement as contemplated by subpart (a) above, Tenant Improvement Work shall notify Landlord as to whether Tenant desires Landlord to proceed with such Change Order ResponseOrder. If In the event that Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response notify Landlord within such five (5) business day period, such Tenant Improvement Work the Change Proposal Order shall be deemed withdrawn, and Tenant shall pay Landlord all costs incurred by Landlord as a result of the submission of such Change Order upon Tenant's receipt from Landlord of documentation in reasonable detail, substantiating such costs. If A Change Order requested by Tenant proceeds with shall not increase the amount of the Finish Work Allowance or the GMP (as defined in Section 2.03). In the event that the cost of any Change Order increases the costs of the Shell Work or the Finish Work, including construction costs, engineering fees, architectural fees or space planning costs, beyond the amounts identified on Exhibit B-1, Tenant shall reimburse Landlord for such excess ----------- amounts within ten (10) business days after Tenant's receipt of an invoice from Landlord respecting such increased costs and fees; provided, however, that if any Change Order requested by Tenant Improvement should result in a decrease in the costs of the Shell Work Change Proposalor the Finish Work as identified on Exhibit B-1, then the amount of ----------- such Tenant Improvement Work Change Proposal decrease shall be credited to Tenant in proportion to the amounts set forth in Section 2.03, first against any liability Tenant may have to reimburse Landlord for any work authorized by an approved Change Order pursuant to this paragraph, and second as a reduction of Tenant's Minimum Annual Rent pursuant to Section 2.03. Tenant shall have the obligation to provide Landlord with any additional information (including, but not limited to, plans, specifications and drawings) which is necessary in order to perform and complete work authorized by an approved Change Order, and Tenant shall be solely responsible for such costs and expenses, including, but not limited to, all architectural and engineering fees incurred in revising the Approved Interior Plans. A general contractor fee in the amount of seven percent (7%) with respect to a Change Order for Shell Work and eight percent (8%) with respect to a Change Order for Finish Work shall be charged to Tenant. A Change Order signed by Tenant's Change Order Designee shall be incorporated into and deemed to be a part of the Approved Tenant Improvement Construction Documents Exhibit B-2 or Exhibit B-4, as ----------- ----------- appropriate, for the all purposes of this Article IIIthe Lease. Landlord and Tenant hereby acknowledge that Xxxx Xxxxx (or any other entity or individual subsequently designated by Tenant to Landlord in writing from time to time) shall serve as Tenant's Change Order Designee ("Tenant's Change Order Designee"), and Landlord and Tenant agree that Tenant's Change Order Designee shall have full and complete authority to bind and commit Tenant with respect to any Change Order requested by Tenant.

Change Orders. Tenant If Lessee desires to make any change in the Plans which is reasonable and practical (which shall be conclusively determined by Lessor), such change may only be requested by the delivery to Lessor by Lessee of a proposed written "CHANGE ORDER" specifically setting forth the requested change. Lessor shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5) days from the receipt of the proposed Change Order to provide Lessee with Lessor's disapproval of the proposed change stating the reason(s) for such disapproval, or if Lessor approves the proposed change, the following items: (i) a summary of any increase in the cost caused by such change (the "CHANGE ORDER COST"), (ii) a statement of the number of days of any delay caused by such proposed change (the "CHANGE ORDER DELAY"), and (iii) a statement of the cost of the Change Order Delay (the "CHANGE ORDER DELAY EXPENSE"), which Change Order Delay Expense shall be the product of the number of days of delay multiplied by Six Hundred Eighty Eight Dollars ($688). Lessee shall then have three (3) business daysdays to approve the Change Order Cost, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due Change Order Delay and the Change Order Delay Expense. If Lessee approves these items, Lessor shall promptly execute the Change Order and cause the appropriate changes to the nature and scope of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as Plans to the amount of additional time that will be necessary, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed that Landlord's failure made. If Lessee fails to respond to Lessor within said five three (53) business day period period, the Change Order Cost, the Change Order Delay and the Change Order Delay Expense shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal disapproved by Lessee and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant Lessor shall have no obligation to perform any work set forth in the right proposed Change Order. The Change Order Cost shall include all costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by Lessor. The Change Order Delay shall include all delays caused by the Change Order, including, without limitation, all design and construction delays, as conclusively determined by Lessor. The Change Order Cost and the Change Order Delay Expense shall be paid by Lessee to then proceed with or withdraw such Tenant Improvement Work Change Proposal Lessor by check within five (5) business days after receipt of Landlord's Tenant Improvement Work the Change Order Responseis approved by Lessee. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.EXHIBIT 1 PLANS

Change Orders. The Standard Specifications define the entire scope of Landlord's obligation to construct or provide the Building Shell. Tenant shall have not be entitled to specify or designate any finishes, grades of materials, or other specifications or details of the rightconstruction of the Building Shell which are not specifically provided for in or contemplated by the Standard Specifications unless requested to do so by Landlord. Subject to this paragraph, in accordance herewithhowever, to submit for Landlord's approval change proposals subsequent Landlord shall make additions or changes to the Standard Specifications requested by Tenant. If Tenant shall desire any such changes, Tenant shall so advise Landlord in writing (a "Change Order Request") as promptly as possible so as not to delay the orderly development of the Final Plans. All reasonable costs incurred by Landlord in having any Change Order Request reviewed and evaluated shall be reimbursed by Tenant upon demand. Such costs shall include, but not be limited to, the reasonable costs of architects, engineers, and consultants in reviewing and designing any such changes and the cost of contractors in providing cost estimates and constructability, functionality and product availability analyses. Tenant acknowledges and agrees that (i) Landlord shall not be obligated to accept any Change Order Request if in the judgment of Landlord the requested change would have an adverse effect on the quality, useful life, value, functionality or costs of operating or maintaining the Building Shell; (ii) Tenant shall bear all costs and expenses associated with incorporating into the Final Plans and the Building Shell any Change Order Request accepted by Landlord, including without limitation an administrative fee to Landlord equal to 15 percent of the increased cost resulting from such change; (iii) Landlord shall not be obligated to accept the least expensive method of incorporating the requested change if in the judgment of Landlord, such method does not incorporate sound construction practices; (iv) if the Change Order Request affects the roof, slab, structural components or systems or equipment to be installed within the Building Shell or the future serviceability of the Building Shell, and the Landlord determines that in order to lease the building to any subsequent tenant, additional work will have to be done to remove the effect of such change, the anticipated costs of restoring the Building Shell to the condition it would have be in but for such change will also be borne by the Tenant at the time the Tenant's change is incorporated into the Building Shell; (v) any delays in the development of the Final Plans or completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Building Shell caused by and directly related to Tenant's Change Proposal"). Landlord agrees to respond to Order Request and incorporating any such Tenant Improvement Work Change Proposal within such time change into the Final Plans and Building Shell shall constitute an Excusable Delay (as is reasonably necessary, but no more than five defined in Paragraph 5 below); and (5vi) business days, after the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature extent Tenant specifies any items which have not been recommended by Landlord, Tenant assumes full responsibility for their performance. Upon agreement between Landlord and scope of Tenant on the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount of additional time change that will be necessary, or incorporated into the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes Final Plans and Building Shell as a result of enabling Landlord to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown in the Tenant Improvement Work Change Proposal must be removed by Tenant upon the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work a Change Order ResponseRequest, and the cost of such change, the Landlord and Tenant shall execute a change order (a "Change Order") (it being understood and agreed that Landlord's failure setting forth the parties' agreement as to respond within said five (5) business day period shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIterms.