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Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal shall be deemed withdrawn.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. Tenant shall have the right, in accordance herewith, and Landlord recognize that it may be necessary or advisable to submit for Landlord's approval change proposals subsequent make certain changes to the completion of the Approved Tenant Improvement Construction Final Design 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 WorkImprovements from time to time. Any changes shall be made in accordance with this Lease. (a) In the event that Tenant shall request or authorize any Change Order (as hereinafter defined) or additional services from Landlord with respect to the Base Building Improvements for the purpose of upgrading or changing the scope, as well as specifying manner of performance, or quality of the Base Building Improvements, including any change of design, subcontractor, supplier or materials made at the request of Tenant, such Change Order when implemented by Landlord may result in a change in the Progress Schedule and/or the Project Cost. 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 Project Cost or the Progress Schedule. Landlord shall provide Tenant with copies of all proposed and final Change Orders. In addition: subject to the terms last sentence of Section 5.2 belowthis Subparagraph (a), (i) whether any alterationswith respect to additive Change Orders, additions or improvements shown the Project Cost shall be increased by an amount equal to the change in the Tenant Improvement cost of Landlord's Work (as determined pursuant to the Construction Contract and/or the Architect's Contract) attributable to such Change Proposal must Order, and (ii) with respect to deductive Change Orders, the Project Cost shall be removed reduced by the change in the cost of Landlord's Work (as determined pursuant to the Construction Contract and/or the Architect's Contract) attributable to such Change Order. Additive or deductive Change Orders shall result in an increase or decrease, respectively, in the Developer's Fee (but not in any change of the percentage thereof), and Landlord shall be reimbursed by Tenant, either directly or through an increase or decrease, as applicable, in the Project Cost, for the actual cost of overhead and profit, if any, which Landlord is required to pay to Landlord's Contractor on account of any additive Change Order as set forth in the Construction Contract approved by Tenant upon and Landlord. Anything herein to 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 Landlordcontrary notwithstanding, Tenant's approval of the Tenant Improvement Work a Change Proposal and determination that none Order shall be required for each of the items shown thereon are to following, which approval shall not be removed by Tenant at the expiration unreasonably withheld, conditioned 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.delayed:

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 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. 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 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 of this Article IIItenant improvements.

Change Orders. Tenant shall have 11.1 CTDOT reserves the rightright to modify the Scope of Work and Technical Specification, in accordance herewithincluding without limitation to address work required to be performed on an emergency basis, to submit for Landlord's approval change proposals subsequent and accordingly, may, at any time during the Term, issue a Change Order to the completion of Contractor to effectuate the Approved Tenant Improvement Construction Documents modification. CTDOT shall address the Change Order to the Contractor’s authorized designee and may transmit the Change Order by electronic means. 11.2 As soon as possible after the Contractor receives a Change Order, but in no event later than fifteen (each15) business days thereafter, the Contractor shall, at Contractor’s own cost and expense, provide CTDOT with a "Tenant Improvement Work written statement either confirming that the Change Proposal")Order has no price impact on the Contract or providing an explanation for the price increase or decrease, and if applicable, needed schedule adjustment, involved in implementing the Change Order with all supporting documentation required by CTDOT. Landlord agrees Such written statement and supporting documentation should be addressed to the Engineer and may be submitted by electronic means. If the Contractor fails to respond in writing to any such Tenant Improvement Work Change Proposal CTDOT within such time as is reasonably necessary, but no more than five the fifteen (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 (515) business day period time period, then Contractor shall be deemed obligated to constitute Landlord's approval comply with the Change Order but without the benefit of any price increase adjustment. The Parties may agree to a reasonable adjustment in such response time period by the exchange of mutual written consent by the authorized designees of the Tenant Improvement Work Parties. 11.3 If the Contractor identifies needed modifications to the Scope of Work, then the Contractor shall prepare and submit to CTDOT a written request for a Change Proposal Order for the proposed modification, including an explanation for the requested modifications and determination that none a statement of the items shown thereon are price impact, if any, and if applicable, needed schedule adjustment. Such written request should be addressed to the Engineer and may be removed submitted by Tenant at the expiration or earlier termination electronic means. If such request is approved by CTDOT, CTDOT will issue a written confirmation 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 in accordance with section 11.4. 11.4 The Change Order Response within such five (5) business day period, such Tenant Improvement Work Change Proposal will not be effective and the Contractor 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 not commence performance of the Approved Tenant Improvement Construction Documents for work required under the purposes Change Order (the “Change Order Work”) until CTDOT issues to the Contractor a written confirmation of this Article IIIthe Change Order signed by the Rail Administrator or his/her authorized designee. Such written confirmation may be transmitted by electronic means. 11.5 The Contractor shall promptly perform and complete the Change Order Work in accordance with any time frames or deadlines set forth in CTDOT’s written confirmation of the Change Order.

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. 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. 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 have 1.2.4.1 Landlord may make changes to the right, Approved Construction Documents in accordance herewith, with the provisions of this Section 1.2.4. 1. If Landlord desires to submit for Landlord's approval make a change proposals subsequent to the completion Approved Construction Documents, Landlord shall deliver notice of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees proposed change 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 ProposalTenant, together with any material drawings, specifications and other documents necessary to show or describe the proposed change (“Change Order Documents”) (provided, however, Landlord shall not be held liable to any Tenant Party if Landlord's good faith estimate as , absent bad faith, inadvertently delivers to Tenant incomplete or Change Order Documents in connection with such change). If Landlord’s proposed change is a material change to the amount Approved Construction Documents, Landlord shall deliver a copy to Tenant of additional time that will be necessarythe Change Order Documents. As used herein, or the fact that term “material change” means a change to the information provided by Tenant Approved Construction Documents that: (a) directly and materially affects Tenant’s ability to grow and process sapphire boules in the Premises in accordance with the delivery schedule set forth in the MDSA SOW; or (b) requires the movement of manufacturing materials or Goods (as defined in the MDSA) in the Premises in an manner which would interrupt Tenant’s sapphire manufacturing process. If, within three (3) Business Days after the delivery of such Change Order Documents showing or describing the proposed material change to the Approved Construction Documents, Tenant Improvement Work Change Proposal is insufficient for the purposes gives notice to Landlord that Tenant objects to such change, which notice shall be accompanied by Tenant’s recommendation of enabling Landlord any modifications reasonably required to make the determination set forth herein)change acceptable to Tenant, advising Tenant of any items which then Landlord shall either withdraw the proposed change or modify the same in good faith reasonably believes are inconsistent accordance 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 ResponseTenant’s recommendation. If Tenant fails to respond to Landlord's Tenant Improvement Work Landlord within three (3) Business Days after Landlord delivers the Change Order Response within Documents, Tenant will be deemed to have approved such five Change Order Documents. 1.2.4.2 Tenant may require Landlord to make changes to the Approved Construction Documents if: (a) absent such changes to the Approved Construction Documents: (i) Tenant’s ability to grow and process sapphire boules in the Premises in accordance with the delivery schedule set forth in the MDSA SOW would be directly and materially affected; or (ii) Tenant is required to move manufacturing materials or Goods in the Premises in a manner which would interrupt Tenant’s sapphire manufacturing process; (b) such changes comply with all Laws; (c) such changes are consistent with design review requirements of the Master Developer and Governmental Authorities pursuant to applicable Law; (d) such changes are not inconsistent with any express provision of the Phasing Plan; (e) such changes do not materially reduce the quality of the Landlord Work, as determined by Landlord in its reasonable discretion; and (f) Tenant is responsible for all costs and expenses and all delays resulting from such change, including without limitation costs or expenses relating to: (1) any additional architectural or engineering services and related design expenses, (2) any changes to materials in process of fabrication, (3) cancellation or modification of supply or fabricating contracts, (4) removal or alteration of work or plans completed or in process, and (5) business day perioddelay claims made by any subcontractor (collectively, such the “Cost and Delay Liability”). Tenant Improvement Work Change Proposal may not require Landlord to make any other change to the Approved Construction Documents without Landlord’s prior written approval, which approval may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall be deemed withdrawn. If Tenant proceeds with responsible for all Cost and Delay Liability as a result of any 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 IIIchange approved by Landlord.

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. 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. 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. (i) The Approved Plans will not be materially modified or amended without the prior approval of Tenant, such approval not to be unreasonably withheld, conditioned or delayed. From time to time, prior to or during the performance of the Premises Work, Landlord may elect to propose Landlord Change Orders to the Approved Plans. Landlord shall submit each proposed Landlord’s Change Order to Tenant for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, unless the proposed Landlord Change Order (a) is materially inconsistent with the Approved Plans; or (b) would materially and adversely affect the use or layout of the Leased Premises by Tenant for its usual and customary business operations; notwithstanding the foregoing, Tenant shall not unreasonably withhold, condition or delay its approval to the extent such change is required to (i) comply with applicable Requirements, (ii) to obtain or to comply with any required permit for the Landlord’s Work, (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Landlord’s Work, or (iv) to account for long-lead time items, availability, shortages, labor issues, and the like. Tenant shall approve or disapprove each proposed Landlord Change Order within three (3) Business Days after receipt thereof, and if Tenant so disapproves Tenant shall specify the reason for disapproval. If ▇▇▇▇▇▇ fails to approve or disapprove the proposed Landlord’s Change Order within three (3) Business Days after receipt thereof, then the proposed Landlord’s Change Order shall be considered to have been approved by Tenant, and the rightApproved Plans shall be considered to be amended and modified thereby. (ii) Tenant may elect to propose Tenant Change Orders to the Approved Plans by written request to Landlord from time to time prior to Substantial Completion of the Premises Work. Each proposed Tenant Change Order shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed. If a proposed Tenant Change Order is determined by Landlord in accordance herewithits reasonable discretion to be likely to increase the cost of the Landlord’s Work above the Landlord’s Contribution, to submit for Landlord's approval change proposals subsequent to delay the completion of the Approved Landlord’s Work, and/or to cause an increase in other costs and expenses payable by Landlord, then Landlord shall notify 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 estimated amount of additional time that will be necessarysuch costs and thereafter Tenant may elect, within three (3) days after receipt of Landlord’s request, to withdraw the proposed Tenant Change Order 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 elect to proceed with the design, cost and construction schedule for the Base Building Work, as well as specifying (subject to the terms proposed Tenant Change Order. Failure 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 such three (53) business day period shall be deemed an election by Tenant not to constitute Landlord's approval of proceed with the Tenant Improvement Work Change Proposal and determination that none of Order. If ▇▇▇▇▇▇ withdraws the items shown thereon are to be removed by proposed 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 Responsewithin said three (3) day period or fails to respond within such time frame, then Landlord will not be obligated to implement the proposed Tenant Change Order and the proposed Tenant Change Order shall be null and void and of no further force or effect. If Tenant fails elects to respond to Landlord's proceed with a Tenant Improvement Work Change Order Response within such five (5) business day periodOrder, such Tenant Improvement Work Change Proposal shall be deemed withdrawn. If Tenant proceeds reimburse Landlord for the costs associated with such Tenant Improvement Change Order proportionally in relation to the amount of the Landlord’s Contribution within thirty (30) days of billing, as the work associated with such Tenant Change Order is being performed. In addition, if as a result of a Tenant Change Order the actual costs of the Landlord’s Work Change Proposalare greater than the estimated increased costs and expenses, then such Tenant Improvement Work Change Proposal shall be deemed pay the difference in increased costs and expenses to be a part Landlord within thirty (30) days of billing in the same manner set forth above. Time is of the Approved Tenant Improvement Construction Documents for the purposes essence of this Article IIISection 2.2(B).

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 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 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. 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 of this Article III.tenant improvements. LEASE EXHIBIT E OPTION SPACE AND EXPANSION SPACE

Change Orders. Tenant 8.1.1 Subject to Paragraph 8.1.2 below, Owner, without invalidating this Contract or the Project Contract Documents, may order changes in the Work consisting of additions, deletions or other revisions, the Guaranteed Maximum Price and the Project Time Schedule being adjusted accordingly where necessary. All Changes in the Work shall have be authorized by a fully executed Supplemental Agreement or Change Order in accordance with Article 7 of the rightGeneral Conditions for the applicable bid package. In this regard, all Subcontracts shall contain a provision entitling Owner to make changes in the Drawings or Specifications after performance has commenced, or to decrease or increase the quantity of Work to be performed or materials, equipment, or supplies to be furnished; provided, however, that the original Subcontract price shall not be increased by more than twenty- five (25%) percent. 8.1.2 Following receipt of Subcontractor bids by Owner amounting to 75% of the value of Subcontract line-item amounts, the Construction Team shall continue to review the revised line item amounts (contained in Exhibit 4), adjusted to reflect the actual Subcontract amounts. Where review indicates an over-all savings in the line items, based upon bids received below original estimates, resulting in an increase in the "Construction Manager-at-Risk Contingency" line item, Owner shall, at that time and subsequently during the term of this Contract, be authorized to transfer all amounts in excess of $350,000.00 from the "Construction Manager-at-Risk Contingency" to the "Owner's Contingency," and to order necessary additive changes in the Work, all without increasing the GMP. Any use by Owner of the original or adjusted "Owner's Contingency" will be made without increasing the GMP. Owner may, at its option, utilize the "Construction Manager-at-Risk Contingency" balance for additive changes in the Work; however, in accordance herewiththat event, to submit for Landlord's approval change proposals subsequent to Director shall acknowledge, in writing, the completion of additive changes as being outside 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 original scope of the Tenant Improvement Work Change ProposalWork, together with Landlord's good faith estimate as in order that ▇▇▇▇ may be entitled to a subsequent credit to the "Construction Manager-at-Risk Contingency" line item (an addition to the GMP) for the amount of additional time that will be necessary, or the fact that the information provided by Tenant such portion utilized for such additive changes in the Tenant Improvement Work Change Proposal event the "Construction Manager-at-Risk Contingency" line item amount is insufficient for the purposes of enabling Landlord to make the determination set forth herein)its intended purpose under this Contract. 8.1.3 ALL CHANGE ORDERS SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF TIME, 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 WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER. Any Change Order Response") (it being understood affecting one Subcontractor shall include all changes necessary to all Subcontractors. No action or omission to act by Owner or Architect, or acceptance and agreed that Landlord's failure to respond within said five (5) business day period approval of a Change Order, shall be deemed to constitute Landlord's approval a waiver, release, revision, modification or deletion of the Tenant Improvement Work Change Proposal this absolute condition; and determination that none of the items shown thereon are to be removed by Tenant at the expiration any reservations 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 other provisions in a Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day periodallowing for future additional money or time, such Tenant Improvement Work Change Proposal over and above the specific prices and extensions granted therein, shall be deemed null and void, or otherwise unenforceable and 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. If Tenant requests a Change Order (a “Tenant Change Order”), it shall have be submitted to Landlord and the right, in accordance herewith, to submit Landlord General Contractor for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal")review. Landlord agrees to respond to any such shall notify 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 days of Tenant’s Change Order request of 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 of the amount of actual additional time that will be necessarycost (if any), or the fact that the information provided by decrease in cost (if any), and additional time (if any) required to perform such Tenant in Change Order. (i) If 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 decreases the GMP Budget, ▇▇▇▇▇▇▇▇’s approval of the request shall not be unreasonably withheld, conditioned or delayed, and the Tenant shall be credited with 100% of such savings credited to reduce the Initial Annual Rent calculation as provided in Subsection 6(b). (ii) If the Tenant Change Order increases the Final GMP Budget, Tenant and Landlord shall first attempt to modify other budgeted improvements to reduce the total construction costs so there is no change to the overall Final GMP Budget. If the parties are unable to reduce other costs, and ▇▇▇▇▇▇▇▇ agrees to assume the payment for a Tenant Change Order that increases the GMP Budget, such changes shall be recovered by an increased adjustment to the Initial Annual Rent calculation per Subsection 6(b). (iii) Notwithstanding anything contained herein to the contrary, in no event shall Tenant be obligated to make any payments to Landlord prior to the Landlord Improvement Work Change Proposal Substantial Completion Date which in the aggregate would exceed an amount equal to eighty-nine and determination that none 9/10ths percent (89.9%) of the items shown thereon then incurred project costs for the Landlord Improvements (less land acquisition costs) that are to be removed by Tenant at the expiration or earlier termination properly capitalizable as a cost of construction of the Term)Landlord Improvements in accordance with generally accepted accounting principles. Should Tenant’s portion be projected to exceed such amount, Tenant shall have and Landlord agree to modify the right improvements 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 reduce the Approved Tenant Improvement Construction Documents for total construction costs and thereby decrease the purposes of this Article IIIFinal GMP Budget.

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. 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 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. 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 ▇▇▇▇▇▇▇▇▇’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. 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. 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. 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. 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. 5.2 Notwithstanding the provisions of Clause 5.1, above, any Change Orders required by the City of Cypress or other governmental agency to conform the Premises Improvements to city or other requirements of applicable law, such Change Orders shall be deemed approved by COUNTY.

Change Orders. Tenant From time to time, the Owner may authorize changes in the Work, issue additional instructions, require additional Work or direct the omission of Work previously ordered; provided, however, that the Contractor shall have not under any circumstances proceed with any change involving any increase or decrease in cost without the right, prior written authorization from the Owner in accordance herewithwith the following procedure: 1. The Owner shall order changes in the Work by giving the Contractor a written change order request through the Architect ("Proposal Request"), setting forth in detail the nature of the requested change. Upon receipt of a Proposal Request, the Contractor shall promptly, but in no event more than fourteen (14) days thereafter, furnish to submit the Owner a statement setting forth in detail, with a breakdown suitable to the Owner by trades and work classifications, the Contractor's estimate of the changes in the Estimated Contractor's Cost attributable to the changes set forth in such Proposal Request and any proposed adjustment to the Scheduled Substantial Completion Date and Scheduled Final Completion Date resulting from such Proposal Request, and any proposed adjustments of time and costs related to unchanged Work resulting from such Proposal Request. The Contractor shall require Subcontractors to provide pricing for Landlord's approval changes representing actual material and labor prices rather than list or book prices. Lump sum proposals from Subcontractors for change proposals subsequent are not acceptable without detailed back-up. The Contractor agrees to negotiate fair pricing for proposed changes from Subcontractors and suppliers and further agrees to cooperate with the Owner, Architect and its consultants in substantiating costs for proposed changes. 2. If the Owner approves in writing such Proposal Request, the Contractor is thereby authorized to proceed with the designated changes in the Work. From time to time, the Architect will group several of the approved Proposal Requests into a Change Order and the Estimated Contractor's Cost, Guaranteed Maximum Cost, Scheduled Substantial Completion Date and Scheduled Final Completion Date shall be adjusted as set forth in such Proposal Request. 3. Change Orders shall include the Contractor's mark-up of three and five tenths percent (3.5%), which fee shall be ten percent (10%) for Work done by the Contractor times the net additive and deductive costs for work performed by Contractor's own forces and the Contractor shall be entitled a Contractor’s Fee of three and five tenths percent (3.5%) times the net addition and deduction costs for work performed by Subcontractors and all other cost of work items. If, upon completion of the Approved Tenant Improvement Construction Documents (each, Work the net of all additive and deductive Change Orders has resulted in 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 decrease 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 ProposalGuaranteed Maximum Cost, then such Tenant Improvement Work Change Proposal the Contractor's Fee shall not be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIreduced.

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 Tena▇▇'▇ ▇eceipt 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 Tena▇▇, ▇▇st 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. 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. Tenant (a) During a Work Order Term, Fidelity may propose New Services or changes to such Work Order by delivering a written notice to Vendor describing (i) the changes or New Services (including the Work Product to be developed and delivered in connection therewith, if any), (ii) a Timetable for performance, if appropriate, and (iii) establishing a reasonable period of time for Vendor to respond. Vendor shall have the rightrespond to such proposal within such period of time by preparing, in accordance herewithat Vendor's expense, and delivering to submit for Landlord's approval change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents Fidelity a written document (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"), indicating: (A) the effect of the proposal, if any, on (it being understood i) the amounts payable by Fidelity under the applicable Work Order and agreed (ii) Vendor's performance of its obligations thereunder, (B) the anticipated time required for implementation of such New Services or changes and/or delivery of the Work Product, (C) the New Services or changes that Landlord's failure Vendor anticipates performing, (D) Vendor Tools, Vendor Software and Vendor Machines to respond within said five be provided by Vendor, (5E) business day period Vendor Personnel and Subcontractors that shall be deemed necessary, (F) if appropriate, acceptance test criteria and procedures therefor, (G) any new Service Levels and/or necessary modifications to constitute Landlord's approval any existing Service Levels, and (H) any other information requested in the proposal or reasonably necessary for Fidelity to make an informed decision regarding the New Services or changes. (b) Vendor shall not begin performing any New Service or changes, and Fidelity shall not be obligated to make any payments with respect to such New Services or changes, until both parties have authorized them in writing through an amendment to the applicable Work Order. Notwithstanding any other provision of the Tenant Improvement Work Change Proposal this Agreement, Vendor acknowledges that Vendor is expected to accomplish normal and determination routine tasks associated with its obligations hereunder and that none of the items shown thereon are to no additional chargeable resources shall be removed approved by Tenant at the expiration or earlier termination of the Term)Fidelity therefor. 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 Each Change Order ResponseResponse must be expressly accepted by Fidelity in writing prior to additional Fees being incurred. If Tenant Vendor fails to respond to Landlord's Tenant Improvement Work deliver a Change Order Response within the time period allotted in such five (5) business day periodnotice, then such Tenant Improvement Work Change Proposal failure shall be deemed withdrawnan agreement by Vendor to provide such New Services or changes with no effect on or change to the Fees, performance time or required resources specified in the applicable Work Order. If Tenant proceeds Fidelity shall not request Vendor to provide New Services without a signed Change Order. For the avoidance of doubt the fees associated with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal changes in Services occasioned by a change in Applicable Laws shall be deemed to be a part governed by Section 2.5 hereof and not the change order provisions of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIISection 2.7 hereof.

Change Orders. Tenant (a) Any changes from the building plans and specifications identified in Exhibit D shall be considered to be a change order that may result in additional costs and/or delays in the date for completing construction of the Building and Parking Lot. Department may request any such change by making a written request describing the change to Lessor (which written request shall be referred to herein as “Department’s Change Order Request”). Any such request shall be subject to Lessor’s approval, which approval shall not be unreasonably withheld; provided, however, that no change order shall change the nature of the Building as an office building. Lessor may also submit change orders to the Department for its consideration. (b) Lessor shall have the right, in accordance herewith, ten (10) days after receipt of Department’s Change Order Request to submit for Landlord's approval change proposals subsequent notify Department of any additional items necessary to the completion complete construction as a result of the Approved Tenant Improvement Construction Documents change order and of the additional cost or credit resulting from the change order (each, a "Tenant Improvement Work which notice from Lessor shall be referred to herein as “Lessor’s Change Proposal"Order Notice”). Landlord agrees Department may then elect either (i) to respond authorize Lessor to any such Tenant Improvement Work proceed with the change by executing and returning Lessor’s 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 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 necessarylessor, or the fact that the information provided by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord (ii) 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 withdraw Department’s Change Order Response"Request by so notifying Lessor. In the event Department fails to execute and return Lessor’s Change Order Notice to Lessor within ten (10) (it being understood and agreed that Landlord's failure to respond within said five (5) business day period days after receipt of Lessor’s Change Order notice, Department shall be deemed to constitute Landlord's approval of have withdrawn Department’s Change Order request, unless the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are parties mutually agree otherwise in writing. (c) If Department elects to be removed by Tenant at the expiration or earlier termination of the Term). Tenant shall have the right authorize Lessor 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 periodthe change, 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 Department shall be deemed to be a part have accepted any time delays specified in Lessor’s Change Order Notice, and the dates for completing construction of the Approved Tenant Improvement Construction Documents for Building and Parking Lot set forth in Exhibit D shall be extended by the purposes length of such specified time delay. Department furthermore shall be deemed to have accepted the additional cost or credit specified in Lessor's Change Order Notice. (d) The beginning of the Initial Term, Lessor shall prepare a final reconciliation of all change orders upon which Department has authorized Lessor to proceed and the net additional cost or credit resulting from such change orders. If such reconciliation shows a net increase or decrease in the cost of constructing the Leased Premises, the annual base rent specified in Section 3 shall be increased or decreased, as the case may be. The parties shall enter into an amendment to this Article IIILease confirming the adjusted annual rent and monthly installment figure.

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 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. Tenant shall have 1.2.4.1 Landlord may make changes to the right, Approved Construction Documents in accordance herewith, with the provisions of this Section 1.2.4. 1. If Landlord desires to submit for Landlord's approval make a change proposals subsequent to the completion Approved Construction Documents, Landlord shall deliver notice of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees proposed change 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 ProposalTenant, together with any material drawings, specifications and other documents necessary to show or describe the proposed change (“Change Order Documents”) (provided, however, Landlord shall not be held liable to any Tenant Party if Landlord's good faith estimate as , absent bad faith, inadvertently delivers to Tenant incomplete or Change Order Documents in connection with such change). If Landlord’s proposed change is a material change to the amount Approved Construction Documents, Landlord shall deliver a copy to Tenant of additional time that will be necessarythe Change Order Documents. As used herein, or the fact that term “material change” means a change to the information provided by Tenant Approved Construction Documents that: (a) directly and materially affects Tenant’s ability to grow and process sapphire boules in the Premises in accordance with the delivery schedule set forth in the MDSA SOW; or (b) requires the movement of manufacturing materials or Goods (as defined in the MDSA) in the Premises in an manner which would interrupt Tenant’s sapphire manufacturing process. If, within three (3) Business Days after the delivery of such Change Order Documents showing or describing the proposed material change to the Approved Construction Documents, Tenant Improvement Work Change Proposal is insufficient for the purposes gives notice to Landlord that Tenant objects to such change, which notice shall be accompanied by Tenant's recommendation of enabling Landlord any modifications reasonably required to make the determination set forth herein)change acceptable to Tenant, advising Tenant of any items which then Landlord shall either withdraw the proposed change or modify the same in good faith reasonably believes are inconsistent accordance 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 ("LandlordTenant'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 Responserecommendation. If Tenant fails to respond to Landlord's Tenant Improvement Work Landlord within three (3) Business Days after Landlord delivers the Change Order Response within Documents, Tenant will be deemed to have approved such five Change Order Documents. 1.2.4.2 Tenant may require Landlord to make changes to the Approved Construction Documents if: (a) absent such changes to the Approved Construction Documents: (i) Tenant’s ability to grow and process sapphire boules in the Premises in accordance with the delivery schedule set forth in the MDSA SOW would be directly and materially affected; or (ii) Tenant is required to move manufacturing materials or Goods in the Premises in a manner which would interrupt Tenant’s sapphire manufacturing process; (b) such changes comply with all Laws; (c) such changes are consistent with design review requirements of the Master Developer and Governmental Authorities pursuant to applicable Law; (d) such changes are not inconsistent with any express provision of the Phasing Plan; (e) such changes do not materially reduce the quality of the Landlord Work, as determined by Landlord in its reasonable discretion; and (f) Tenant is responsible for all costs and expenses and all delays resulting from such change, including without limitation costs or expenses relating to: (1) any additional architectural or engineering services and related design expenses, (2) any changes to materials in process of fabrication, (3) cancellation or modification of supply or fabricating contracts, (4) removal or alteration of work or plans completed or in process, and (5) business day perioddelay claims made by any subcontractor (collectively, such the “Cost and Delay Liability”). Tenant Improvement Work Change Proposal may not require Landlord to make any other change to the Approved Construction Documents without Landlord’s prior written approval, which approval may be granted or withheld in Landlord’s sole and absolute discretion. Tenant shall be deemed withdrawn. If Tenant proceeds with responsible for all Cost and Delay Liability as a result of any 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 IIIchange approved by Landlord.

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 may request changes in the Tenant Improvement Improvements Work Change Proposal is insufficient from that provided 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 Improvements Plans by Tenant upon the expiration or earlier termination giving Landlord written notice of the Term proposed change(s) with such details, plans and specifications as may be required by Landlord. In response to such request by Tenant, Landlord shall, within seven ("Landlord's 7) Business Days after receipt of such request, provide Tenant Improvement Work Change Order Response"with a proposed change order setting forth (i) (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 change in the Tenant Improvement Work Change Proposal improvements Costs due to such change(s), (ii) the expected delay, if any, in achieving Substantial Completion in connection therewith and determination that none of the items shown thereon are to be removed (iii) any reasonable conditions imposed by Tenant at the expiration or earlier termination of the Term)Landlord in connection therewith. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal shall, within five (5) business 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 Tenant Improvements Work shall not be changed. If Tenant approves a proposed change order, then (x) Tenant shall execute the proposed change order and deliver a signed original thereof to Landlord within the specified five (5) Business Day period, together with payment of an amount equal to the Base Rent for the time period specified in clause (ii) above, and (y) the Target Completion Date and the Existing Lease Holdover Date shall be extended for the time period specified in clause (ii) above, and (z) Tenant shall pay to Landlord any increase in the estimated Tenant’s Contribution due to the Change Order within thirty (30) 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’s statement therefor.

Change Orders. Tenant a) CTDOC may, at any time, with written notice to Contractor, request changes within the scope of Exhibits 2, 3, 4 and 5 or any Statement of Work, if applicable. Such changes shall have not be unreasonably denied or delayed by Contractor. Such changes may include, but are not limited to, modifications or other changes required by new or amended State or federal laws and regulations relating to functional requirements and processing procedures, and the rightcorrection of System deficiencies. Prior to expiration of any Warranty Period, any changes required because the System does not fully Perform in accordance herewithwith this Agreement, shall be made by Contractor without charge to submit for Landlord's approval CTDOC. Any investigation necessary to determine the source of the problem requiring the change proposals subsequent shall be done by Contractor at its sole cost and expense. b) A change order request may be issued only by CTDOC and must be in writing. As soon as possible after Contractor receives a written change order request, but in no event later than fifteen (15) calendar days thereafter, the Contractor shall provide CTDOC with a written statement confirming that the change has no price impact on the Agreement or, if there is a price impact, the Contractor shall provide CTDOC with a written statement explaining the price increase or decrease involved in implementing the requested change. c) If CTDOC issues a change order requesting a change to the completion System to comply with changes to federal or State law, or regulations, or changes to CTDOC Administrative Directives or regulations affecting CTDOC as a result of federal or State law, or regulation ,changes, the Approved Tenant Improvement Construction Documents (eachContractor shall perform the changes at no additional cost to CTDOC, provided that CTDOC is currently paying for maintenance on the System or during the Warranty Period. d) No change order with 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 price impact will be necessaryeffective until Contractor receives written confirmation from CTDOC. e) Contractor shall acknowledge receipt of a change order within two (2) Business Days. Contractor will review the change order and obtain written clarification from CTDOC if the Contractor is uncertain about what the change order requires. After the requirements are finalized and approved by CTDOC, 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 Contractor 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 provide an estimate 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 seven (57) 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 Business Days or as required by CTDOC depending on the criticality of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIchange order.

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 Plans and Tenant’s approval of the Tenant Improvement Construction Documents 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 (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 (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 Third Floor 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 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 2.1 From time to time, CRA may authorize changes in the Work, issue additional instructions, require additional Work or direct the omission of Work previously ordered. Only those changes in the Work that are approved on a Change Order in the standard AIA form and executed by the CRA Executive Director (“Change Order”), shall have be binding on the rightCRA. 2.2 CRA may order changes in the Work by initiating a change order request (“Change Order Request”), setting forth in accordance herewith, to submit for Landlord's approval change proposals subsequent to detail the completion nature of the Approved Tenant Improvement Construction Documents (eachrequested change. Upon receipt of a Change Order Request, the Developer shall prepare a "Tenant Improvement Work Change Proposal"). Landlord agrees statement setting forth in detail, with a suitable detailed breakdown by trades and work classifications with respect 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 a change in 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 construction and a detailed breakdown of the time and expenses related thereto (the “Developer’s Estimate”) of the changes in the GMP attributable to the amount of additional time that will changes set forth in such Change Order Request and proposed adjustments, if any, to the Substantial Completion Date resulting from such Change Order Request. If the CRA and the Developer agree on a cost (“Agreed Cost”), a Change Order shall be necessary, processed by the CRA and delivered to the Developer for signature. Developer shall not commence changes in the Work until it receives CRA’s written Notice to Proceed or the fact that the information provided by Tenant Change Order is executed. Agreement on any Change Order shall constitute a final settlement on all items affected therein, including without limitation any adjustment in the Tenant Improvement Work Change Proposal is insufficient for GMP, the purposes of enabling Landlord Substantial Completion Date, subject 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 performance thereof and construction schedule for the Base Building Work, as well as specifying (subject payment therefore pursuant to the terms of Section 5.2 below) whether this Agreement and such Change Order. 2.3 In the event the CRA and the Developer cannot agree on any alterations, additions or improvements shown adjustment in the Tenant Improvement GMP or adjustment to the Substantial Completion Date, the Developer shall nevertheless proceed to perform the Work required by CRA’s Change Proposal must Order Request upon receipt of CRA’s written Notice to Proceed. The Developer shall keep separate records of all costs and time required to perform the Work required by the Change Order Request, and an equitable adjustment will be removed by Tenant made upon agreement between the Developer and CRA. The Developer shall submit its time and material costs that accrue as a result of the Change Order Request on a weekly basis. If the CRA does not approve such submittals within three (3) Business Days following submission, the Developer may cease the work related to such Change Order Request until the parties agree upon the expiration or earlier termination terms and conditions of such Change Order Request. 2.4 In the event that changes in the Work are required on an emergency basis in order to protect the health and safety of the Term ("Landlord's Tenant Improvement Work public, the Developer shall proceed at the direction of the CRA without a written Change Order Response") (it being from CRA. The Developer shall keep separate records of all costs and time required to perform the Work. The Developer shall invoice CRA in accordance on a time and materials basis and approval shall not be unreasonably withheld. In the event that the work can be stopped without any further harm to the public but additional Work is necessary, the Developer shall deliver the Developer’s Estimate to the CRA as soon as practical and the requirements of Sections 2.2 shall be met before the Developer resumes the changes to the Work. 2.5 It is understood and agreed that Landlord's failure refinement and detailing will be accomplished from time to respond within said five (5) business day period time with respect to the Plans and Specifications and Addenda. No adjustment in the GMP or the Substantial Completion Date shall be deemed to constitute Landlord's approval made unless the Developer advises CRA in writing within seven (7) calendar days 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 Developer’s receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails said refinements and details that an adjustment is required, and CRA agrees to respond to Landlord's Tenant Improvement Work Change Order Response within such five (5) business day periodthe adjustment, such Tenant Improvement Work Change Proposal which agreement shall not 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 IIIunreasonably withheld.

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 Any changes requested by Buyer that necessitate revisions or changes in Seller's Plans or the design or construction of the Improvements or delay the commencement or completion of Improvements, shall have be subject to the rightprior written approval of Seller subject to the standard for approval and Purchase Price adjustment provided for in Section 6(c) and 6(d), respectively, in accordance herewiththe Purchase Agreement; any such changes approved by Seller shall be a "Change Order" hereunder. Before any such design and/or construction changes are made, Buyer shall pay to submit for Landlord's approval change proposals subsequent Seller the full costs to be incurred by Seller in connection with such Change Order if, and to the completion extent, the aggregate cost of all Change Orders exceeds $3,000,000. Any such Change Order funded by Seller shall be a basis for adjustment of the Approved Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees Purchase Price pursuant to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five (5Section 6(d) 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 Agreement to which this Work Change Proposal, together with Landlord's good faith estimate Letter is attached as to an exhibit. Seller and Buyer shall hold weekly construction meetings during the amount development 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 Project and shall cooperate in good faith reasonably believes are inconsistent with during the designweekly meetings to review and agree upon Change Orders. In those instances in which proposed revisions to Seller's Plans result from a Change Order, Seller shall cause the Seller's contractor, if applicable, to determine the additional cost or savings from such Change Order, and construction schedule for Seller shall promptly so notify Buyer. The additional costs or savings resulting from such Change Orders (and the Base Building Worktime impact of said Change Order, as well as specifying (subject to the terms of Section 5.2 belowif any) 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 Landlordsupported by detailed trade cost breakdowns prepared by Seller'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)Contractor. Tenant shall have the right to then proceed with or withdraw such Tenant Improvement Work Change Proposal Buyer shall, within five (5) business days after receipt of Landlord's Tenant Improvement Work such notification by Seller, inform Seller in writing whether or not Buyer desires to proceed with such Change Order ResponseOrder. If Tenant In the event that Buyer fails to respond to Landlord's Tenant Improvement Work Change Order Response inform Seller within such five (5) business day periodperiod that Buyer desires to proceed with such Change Order, Seller shall not make any changes(s) to the Improvements included in such Tenant Improvement Work Change Proposal Order. If Buyer informs Seller within such five (5) day period that Buyer does wish to proceed with the proposed Change Order, the proposed Change Order shall be deemed withdrawn. If Tenant proceeds incorporated in the Improvements if applicable thereto and Seller's contractor shall proceed with such Tenant Improvement Work the work covered by the Change Proposal, then such Tenant Improvement Work Change Proposal Order and Buyer shall be deemed responsible for all costs and expenses incurred in connection therewith as aforesaid. The Seller shall pass through to Buyer the Seller's contractor's percentage mark-▇▇ (which shall not be a part greater than the mark-▇▇ charged to Seller) for overhead and profit (which shall include all charges for general conditions) for Change Orders to the Improvements without additional mark-▇▇ from Seller. All Change Orders shall be in writing and shall be on such AIA form as required by Seller and/or Seller's contractor. Buyer shall evidence in writing it's approval of the Approved Tenant Improvement Construction Documents for the purposes such Change Order prior to Seller's approval of this Article IIIsame.

Change Orders. (a) If 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 requests 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 changes in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Construction Plans, Landlord to make the determination set forth herein)shall, 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 thereafter, deliver to the Tenant Representative a quote from the Contractor of Landlord's the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that would be attributable to such change. Tenant Improvement Work Change Order Responseshall then have three (3) business days thereafter to approve or reject such cost or schedule change. If Tenant agrees with such additional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in writing, and Landlord and Contractor shall enter into a Change Order to the Construction Contract and Tenant shall approve such Change Order. Landlord shall cause such agreed Change Order to be incorporated in the Construction Plans and/or the Critical Path, as applicable. In the event Tenant fails to respond to Landlord's Tenant Improvement Work approve or disapprove the Change Order Response within such five with the three (53) business day period, such each day until Tenant Improvement Work approves or disapproves the Change Proposal Order thereafter shall be deemed withdrawnconsidered a Tenant Delay. If Tenant proceeds rejects such additional cost (or cost savings) and/or revision to the Critical Path, then the actual number of days elapsed from Tenant’s initial request may be considered Tenant Delay (but without duplication of any days that are considered to be Tenant Delay pursuant to the preceding sentence). (b) If Landlord desires any changes in the Construction Plans, Landlord shall deliver to the Tenant Representative a written request for such change and a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that would be attributable to such change. Tenant shall then have three (3) business days thereafter to approve or reject such cost or schedule change. If Tenant agrees with such Tenant Improvement Work Change Proposaladditional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in writing, and Landlord and Contractor shall enter into a change order to the Construction Contract and Tenant shall approve such change order; provided, however, that Tenant Improvement Work shall not be responsible for any additional cost resulting from, and Minimum Rent shall not increase or decrease as a result of, such Change Proposal Order requested by Landlord. Landlord shall cause such agreed change to be incorporated in the Construction Plans or the Critical Path, as applicable. In the event Tenant fails to approve or reject the change order with the three (3) business day period, each day until Tenant approves or rejects the change order thereafter may be considered a Tenant Delay. If Tenant rejects such additional cost (or cost savings) and/or revision to the Critical Path, then Landlord shall proceed with no change to the Construction Plans or the Critical Path. (c) If any change in the Construction Plans or the Critical Path is required as a result of (i) Governmental Delay, (ii) a Post Approval Governmental Requirement, (iii) a Force Majeure Event, (iv) an Unforeseen Condition, or (v) a Tenant Delay, Landlord shall notify the Tenant Representative in writing of the change and provide a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that is attributable to such change. Landlord shall cause such change to be incorporated in the Construction Plans and/or the Critical Path, as applicable. (d) In the event Tenant desires to modify the Tenant Finish Plans, Tenant shall unilaterally be entitled to execute Change Orders with respect thereto; provided, however, that Landlord’s approval shall be deemed required with respect to be a part any Change Order to the Tenant Finish Plans that affect the completion of the Approved Tenant Improvement Construction Documents for Land Sitework or the purposes of this Article IIIShell Building or the Critical Path as it relates to the Land Sitework or the Shell Building, which approval shall not be unreasonably withheld, conditioned or delayed.

Change Orders. Tenant After the Final Plans and Specifications are prepared and approved or deemed approved by Lessee, any changes requested thereto by Lessee shall have be submitted to Lessor in writing in the right, in accordance herewith, form of sufficient detail to submit for Landlordallow Lessor's approval change proposals subsequent architect and engineer to the completion of the Approved Tenant Improvement Construction Documents prepare revised construction drawings and specifications thereof (each, a "Tenant Improvement Work Change ProposalRequest"). Landlord agrees Thereupon, Lessor may stop or delay any work that would be affected by the change and the Construction Completion Date will be extended by the time delay resulting therefrom. Lessor shall promptly price the costs effect of Lessee's requested changes, and the estimated dollar impact on the Construction Cost Estimate (including collateral cost impact on soft-cost items), and shall submit the added cost estimate 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, Lessee together with Landlord's good faith estimate as to the amount of additional time delay in Substantial Completion that will be necessarycaused thereby with respect to the Construction Completion Date (a "Change Impact Notice"), or the fact but it is agreed that the information provided by Tenant time delay in Substantial Completion resulting from such change shall be Lessee Delay for purposes hereof to the extent set forth in the Tenant Improvement Work approved Change Proposal is insufficient for the purposes Impact Notice. Lessee shall notify Lessor in writing of enabling Landlord its election to make the determination set forth herein), advising Tenant of any items which Landlord in good faith reasonably believes are inconsistent proceed 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 within five (5) business days after receipt of LandlordLessor's Tenant Improvement Work Change Order ResponseImpact Notice, or Lessor may presume Lessee is withdrawing the Change Request. If Tenant fails Lessee timely notifies Lessor that it desires to respond proceed with the Change Request, Lessor shall make the appropriate changes to Landlordthe Final Plans and Specifications, and the Construction Cost Estimate will be deemed revised in accordance with Lessor's Tenant Improvement Work Change Order Response Impact Notice, and Lessee will, within such five three (53) business day perioddays thereafter, such Tenant Improvement Work either (i) fund the cost of the change in advance out of its own funds, or Lessor may thereafter refuse to make the requested change, or (ii) waive the requirement for the changes called for in the Change Proposal shall be deemed withdrawnRequest. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Lessee shall be deemed to be a part have elected option (ii) if it fails to timely give notice of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIelection.

Change Orders. All changes requested by Tenant shall have the rightrequire Landlord’s prior written consent, in accordance herewithnot to be unreasonably withheld. All Change Orders must be reviewed and approved by Landlord and Tenant, which review and approval will not be unreasonably withheld (subject to submit for Section 2.07 below with respect to 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 shall use commercially reasonable efforts to respond to any such Tenant Improvement Work review and approve or disapprove each Change Proposal Order within such time as is reasonably necessary, but no more than five (5) business days, days after the submission thereof by Tenant (unless receiving a Change Order. If Landlord has previously advised Tenant that fails to approve or disapprove 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 such five-business-day period period, Landlord shall be deemed to constitute have disapproved the Change Order. If Landlord approves any Change Order, and if such Change Order increases or decreases the cost of constructing Landlord's ’s Work, Landlord shall prepare and deliver to Tenant a revised bid evidencing the total costs of such Change Order, which will include any amounts incurred by Landlord in reviewing the requested changes and revising the Approved Construction Drawings and the fee provided below; provided, however, that Landlord shall not execute or otherwise authorize any Change Order with Contractor unless and until Tenant has approved such revised bid in writing, which approval of the Tenant Improvement Work Change Proposal and determination that none of the items shown thereon are to shall not be removed by Tenant at the expiration unreasonably withheld, conditioned, or earlier termination of the Term)delayed. Tenant shall have review, comment on, or approve such Change Order within three (3) calendar days after receiving the right same from Landlord. If Tenant fails to then proceed with comment on or withdraw approve such Change Order within such 3-day period, such Change Order shall be deemed approved by Tenant Improvement Work for all purposes hereunder. Should any Change Proposal Order approved by Tenant modify the Approved Construction Drawings, Tenant shall pay all additional costs thereby incurred by Landlord, plus a fee of three percent (3%) of the additional cost for Landlord’s cost of coordination, supervision and overhead resulting from the revision to the Approved Construction Drawings, excluding any additional architectural and/or engineering fees. All revised or additional Construction Drawings are subject to Landlord’s prior review and written approval. Landlord shall use commercially reasonable efforts to review and approve or disapprove any revised or additional Construction Drawings within five (5) business days after receipt thereof. If Landlord fails to approve or disapprove any revised or additional Construction Drawings within such five-business-day period, Landlord shall be deemed to have disapproved the applicable revised or additional Construction Drawings. If and when approved or deemed to have been approved by Landlord, such revised or additional Construction Drawings shall constitute part of the Approved Construction Drawings. Prior to commencement of construction or installation of any of Landlord's ’s Work provided in any Tenant Improvement Work approved Change Order ResponseOrder, Tenant shall execute and deliver to Landlord a revised T.E.A. reflecting any increases or decreases in the cost to Landlord of constructing Landlord’s Work. If Notwithstanding anything contained herein, if Tenant fails to respond approve any Change Order, and if Landlord, in its reasonable judgment, believes that it would be unwise or inefficient to continue with the Landlord's Tenant Improvement ’s Work until the issues relating to such 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 Proposalhave been resolved, then Landlord may halt the performance of the Landlord’s Work until such time as the Change Order is either mutually approved by Landlord and Tenant Improvement or Landlord and Tenant mutually agree to proceed with the Landlord’s Work without such Change Proposal Order, and any resulting delay in achieving Substantial Completion of the Landlord’s Work shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIDelay.

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 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) 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 Tenant Improvement Work proposed Change Proposal, together Order to provide Lessee with LandlordLessor's good faith estimate as to disapproval of the amount of additional time that will be necessaryproposed change stating the reason(s) for such disapproval, or if Lessor approves the fact that proposed change, the information provided by Tenant following items: (i) a summary of any increase in the Tenant Improvement Work Change Proposal is insufficient for cost caused by such change (the purposes of enabling Landlord to make the determination set forth herein"CHANGE ORDER COST"), advising Tenant (ii) a statement of the number of days of any items which Landlord in good faith reasonably believes are inconsistent with delay caused by such proposed change (the design"CHANGE ORDER DELAY"), 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 ResponseDelay (the ") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period 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 the items shown thereon are to be removed days of delay multiplied by Tenant at the expiration or earlier termination of the TermSix Hundred Eighty Eight Dollars ($688). Tenant Lessee 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 Lessee approves these items, Lessor shall promptly execute the Change Order and cause the appropriate changes to the Plans to be made. 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, the Change Order Delay and the Change Order Delay Expense shall be deemed withdrawndisapproved by Lessee and Lessor shall have no 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 a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.including, without limitation, architectural fees, engineering

Change Orders. Tenant (a) Upon the occurrence of an Adjustment Event or receipt of a written request for a Change, Corvis shall have the right, in accordance herewith, to submit for Landlord's approval provide Customer with a proposed change proposals subsequent to the completion of the Approved Tenant Improvement Construction Documents order (each, a "Tenant Improvement Work Proposed Change ProposalOrder"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than five ) which shall include: (5i) business days, after a written description of the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due changes to the nature Services that Corvis anticipates in connection with such Adjustment Event or Change; (ii) the impact of such change on the overall schedule for completing the Services; (iii) the impact to the fee for the Services; (iv) when appropriate, a description of any additional personnel and scope other resources required of Customer to permit Corvis to perform the Services if such change is made; and (v) any modification of any provisions herein. Customer shall pay Corvis its customary rates then in effect for any time spent preparing or revising any Proposed Change Order. (b) A Proposed Change Order shall become a "Change Order" when the parties have agreed upon the content of the Tenant Improvement Work Proposed Change Proposal, together with Landlord's good faith estimate as to the amount Order and each 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 them has executed a copy of the Term ("Landlord's Tenant Improvement Work Proposed Change Order. Change Orders may be executed in counterparts, and may be amended only through an additional Change Order. Each Change Order Response") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed an amendment to constitute Landlord's this Agreement or Change Order, as applicable. Proposed Change Orders shall have no effect whatsoever, except that if a representative of Customer authorizes any out-of-scope work prior to approval of a Proposed Change Order and Customer rejects the Tenant Improvement Work Proposed Change Proposal Order pertaining to such work, Customer shall compensate Corvis for its fees and determination expenses for such work. Corvis shall not be liable for any delays resulting from Customer's rejection of, or delay in approving, a Proposed Change Order relating to an Adjustment Event or Change. Corvis may from time to time identify events, conditions or circumstances that none of the items shown thereon are it considers to be removed by Tenant at an Adjustment Event or Change and may require that 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 parties enter into a Change Order Responsebefore proceeding with the Services. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response within such five ATTACHMENT 11.1 CORVIS EQUIPMENT TRAINING CLASSES --------------------------------- ------------------------------------------------------------------------------------------------------------------- Code Class Target Audience Duration Pre-requisites ------------------------------------------------------------------------------------------------------------------- Corvis Transport Introduction and Basic --------------------------------------- T-1 Operation (5) business day periodHW and SW): ---------------------- . Overview All operations personnel 5 days . Operation . Safety . Turn-up, such Tenant Improvement Work Change Proposal shall be deemed withdrawnProvisioning and Maintenance . If Tenant proceeds with such Tenant Improvement Work Change ProposalInterpretation of alarm conditions ------------------------------------------------------------------------------------------------------------------- Corvis Switching Introduction and Basic --------------------------------------- T-2 Operation (HW and SW): ---------------------- . Overview All operations personnel 5 days Course T-1 . Operation . Safety . Turn-up, then such Tenant Improvement Work Change Proposal shall be deemed to be a part Provisioning and Maintenance . Interpretation of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.alarm conditions

Change Orders. Tenant shall have If either party identifies a need to modify a Statement of Work, the rightidentifying party will notify the other party in writing as soon as reasonably possible. Service Provider will use reasonable efforts to provide to Tectonic within [***] after receiving or providing the notice described above a written change order containing a description of the required modifications and their effect on the scope, fees (which, if to be performed beyond the initial term of the Statement of Work, will be subject to the rates for Professional Fees (as defined in accordance herewithSection 4.1) applicable to such time period) and timelines specified in the Statement of Work (each, a “Change Order”). No Change Order will be effective unless and until it has been signed by an authorized representative of each party. If Tectonic does not approve a Change Order and has not terminated the Statement of Work, but still desires that the Statement of Work be modified, then the parties will use reasonable good faith efforts to agree on a Change Order that is mutually acceptable. Service Provider will continue to work under the existing Statement of Work during any such negotiations, to submit for Landlord's approval change proposals subsequent to the extent such efforts are practicable and would facilitate 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 necessarywork envisioned in the Statement of Work, but no more than five (5) business dayswill not commence work in accordance with the Change Order until it is authorized in writing by Tectonic. Notwithstanding the foregoing and in order to expedite Services, after Service Provider may email a summary of a proposed Change Order to Tectonic and written approval of such emailed Change Order summary by an authorized representative of Tectonic will be deemed approval by Tectonic of the submission thereof by Tenant (unless Landlord has previously advised Tenant proposed change if, within [***] of receiving Tectonic’s written approval of such emailed Change Order, Service Provider provides Tectonic a written Change Order detailing the changes summarized in the approved Change Order summary and the parties agree to and sign such Change Order. For any Change Order that a longer time period is reasonably necessary due to affects the nature and scope of the Tenant Improvement Work Change Proposalregulatory obligations that have been transferred or delegated to Service Provider as set forth in Section 2.8 below, together with Landlord's good faith estimate as Service Provider and Tectonic will execute a corresponding amendment to the amount of additional time that will be necessary, form or document evidencing 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 obligations transferred or delegated to the terms of Section 5.2 below) whether any alterations, additions Service Provider and Tectonic or improvements shown in the Tenant Improvement Work Change Proposal must be removed its designee will file such amendment where appropriate and as required by Tenant upon the expiration applicable law 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 IIIregulation.

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 ’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 1.4 of this Article IIIWork Agreement.

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 b▇▇▇ 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 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 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 LESSEE shall have the right to, from time to then proceed time, submit to LESSOR any written requests for reasonable changes or additions to the Tenant Improvements desired by the LESSEE in such detail as LESSOR may reasonably require in accordance with or withdraw such Tenant Improvement Work Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work the requirements and procedures in this section ( "Change Order Response"); subject to the limitations in subsection 5.4.6 of this Addendum. If Tenant fails to respond to Landlord's Tenant Improvement Work The term "Change Costs " shall mean the net increase (after taking into account any savings from any Change Order Response within or prior Change Orders), if any, in the actual out-of-pocket cost, including, without limitation, the actual construction costs attributable to a Change Order, including Contractor's "markup ", and any costs incurred by the LESSOR to design and engineer the Change Order) to be incurred by LESSOR to complete the work associated with the Change Order, including, without limitation, the costs of any demolition, removal or reconfiguration of completed work, mobilization and de-mobilization charges of subcontractors, overhead and profit allowance to subcontractors, restocking, pickup and redelivery charges of suppliers, costs of government permits and/or additional inspections caused by such five (5) business day periodchange, Contractor's additional supervision and general conditions costs and additional interest or other financing charges attributable to the period of any Change Delay caused by such Change Order. The term "Change Delay " means the period that Substantial Completion of the Tenant Improvement Work Improvements is delayed on account of any Change Proposal Order, which shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed calculated without regard to be a part the Contractor's acceleration of the Approved Tenant Improvement Construction Documents work and/or other extraordinary measures to mitigate such delay, and such delay period shall include the time reasonably required for processing of the purposes Change Order, for any demolition, removal or reconfiguration of completed work, mobilization and de-mobilization of subcontractors and Contractor's forces, ordering, restocking, pickup and redelivery of materials from suppliers, the time required for completion of the work actually changed by the Change Order, the time required to obtain any additional government approvals or inspections of such changes and the period of time that LESSEE delays making any payment due under this section 5.4 of this Article IIIAddendum.

Change Orders. Tenant shall have may request changes in Landlord’s Relocation Premises Work from that provided for in the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion Plans by giving Landlord written notice of the Approved Tenant Improvement Construction Documents (eachproposed change(s) with such details, a "Tenant Improvement Work Change Proposal")plans and specifications as may be required by Landlord. In response to such request by Tenant, Landlord agrees to respond to any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryshall, 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 Business Days after Landlord’s receipt of Landlord's such request, provide Tenant Improvement Work Change Order Responsewith a proposed change order, setting forth (i) the change in the Buildout Costs due to such change(s), (ii) the expected delay beyond the Estimated Delivery Date, if any, in achieving Substantial Completion in connection therewith and (iii) any conditions imposed by Landlord in connection therewith. If Tenant fails to respond to Landlord's Tenant Improvement Work Change Order Response shall, within such five (5) business day periodBusiness Days after receipt of a proposed change order, such Tenant Improvement Work Change Proposal shall be deemed withdrawneither reject or accept it. If Tenant proceeds with such rejects a proposed change order (or fails to respond within the specified period), Landlord’s Relocation Premises Work shall not be changed. If Tenant Improvement Work Change Proposalapproves a proposed change order, then (x) Tenant shall execute the proposed change order and deliver a signed original thereof to Landlord within the specified five (5) Business Day period, together with payment of (1) any increase in Tenant’s Contribution due to the change order and (2) a commitment to pay, within thirty (30) days of billing therefor, an amount equal to the per diem amount of the Fixed Rent for any delay that actually occurs in achieving Substantial Completion by the Estimated Delivery Date to the extent such Tenant Improvement Work Change Proposal delay is due to Tenant’s request changes, and (y) the Estimated Delivery Date shall be deemed to be a part of the Approved Tenant Improvement Construction Documents extended for the purposes period of this Article IIIdelay specified per clause (ii) above.

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. a. Landlord reserves the right to make changes and modifications to the Plans and Specifications from time to time. If the proposed change (i) will not cause Substantial Completion of either Building to be delayed to a date which is after the then applicable Scheduled Delivery Date for such Building, (ii) will not cause a change to the Final TI Plans, and (iii) is not a material downgrade from or scope change to the Final Base Plans as they then exist, Landlord may implement such change without obtaining Tenant's consent (but Landlord shall promptly notify Tenant shall have of such change prior to making such change, with such notice to be accompanied by a copy of the right, in accordance herewith, to submit pertinent Change Order [or other evidence of such change] and reasonable support for Landlord's determination that such change satisfies the criteria set out in this sentence). If the proposed change does not satisfy the criteria set forth in the preceding sentence, Tenant approval shall be required prior to implementation of such proposed change. Tenant may not unreasonably withhold, condition or delay its approval of any such proposed change proposals subsequent to the completion Final Base Plans and Tenant shall cause Tenant's architect to revise the Final TI Plans, at Landlord's cost, to comply with the revisions to the Final Base Plans. Tenant must approve, which approval may be withheld in its sole and absolute discretion, any change in the Final TI Plans initiated by Landlord. If Landlord initiates a change in the Plans and Specifications, Landlord shall be responsible for any actual increase in the cost of the Approved construction of said improvements caused by such change and such costs shall not be considered to be Excess TI Costs and any increase in the Base Costs shall be considered to be a commensurate increase in the Base Improvement Allowance. b. Tenant Improvement Construction Documents reserves the right to make written requests for changes to the Final TI Plans. If the proposed change to the Final TI Plans (eachi) will not cause Substantial Completion of either Building to be delayed to a date which is after the then applicable Scheduled Delive1y Date for such Building, and (ii) is not a material downgrade from or scope change to the Final TI Plans as they then exist, Landlord will not unreasonably withhold, condition or delay its approval of such change. If the proposed change does not satisfy the criteria set forth in the preceding sentence, Landlord may, in its discretion, decline to approve such proposed change. If Tenant initiates a change in the Final TI Plans, the cost associated therewith will be considered an Excess TI Cost, provided Tenant approves said Excess TI Cost in advance and in writing. c. Before implementing any change to the Plans and Specifications, Landlord will submit to Tenant, in the form of a proposed Change Order, 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 Change ProposalOrder Cost that will occur by virtue of that change and a statement of the terms and conditions under which Landlord will undertake to implement the proposed change, together including, without limitation, the effect that implementation of the proposed change will have on the Scheduled Delive1y Date of the Buildings. Subject to General Contractor's having responded to Landlord's pricing query in a timely manner, Landlord must make its sub1nission within ten (10) Business Days after Tenant's submission of the requested change to Landlord or simultaneously with Landlord's good faith estimate as submission of a requested change to Tenant. Notwithstanding Paragraph 3.c, within ten (I 0) Business Days after Landlord's submission to Tenant, Tenant must elect by written notice to Landlord either to forego the amount of additional time that will be necessary, or design change contemplated in the fact that the information provided Change Order if requested by Tenant or to disapprove the design change contemplated in the Tenant Improvement Work Change Proposal is insufficient for Order if requested by Landlord or to pay 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 Order Cost if requested by Tenant upon or approve the expiration or earlier termination of the Term ("Landlord's Tenant Improvement Work Change Order Response") (it being understood and agreed if requested by Landlord. Until Tenant signs that Landlord's failure proposed Change Order, Landlord has neither the obligation nor authority to respond within said five (5) business day period shall be deemed proceed to constitute Landlord's approval of implement 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)proposed change. 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 Each fully-executed 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 will become part of the Approved Tenant Improvement Construction Documents for Plans and Specifications. d. Except as expressly provided above, the purposes parties shall authorize all changes by signing Change Orders and, upon the signing of this Article IIIa Change Order, Landlord shall cause the General Contractor to prosecute the changes in accordance with the requirements of that 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 $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. 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. 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 ▇▇▇▇-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. Tenant may initiate changes in the Work. Any material change must receive the prior written approval of Landlord, such approval not to be unreasonably withheld or delayed; however, if such requested change would adversely affect (in the reasonable discretion of Landlord) (1) the Building’s Structure or the Building’s Systems (including the Building’s restrooms or mechanical rooms), (2) the exterior appearance of the Building, or (3) the appearance of the Building’s common areas or elevator lobby areas, Landlord may withhold its consent in its sole and absolute discretion. If any change orders reflect changes which are substantially similar to the buildout of the Existing Premises, Landlord will not unreasonably withhold its consent and will use commercially reasonable efforts to expedite the approval process. If Landlord disapproves of such change order, then Landlord shall have notify Tenant thereof specifying in reasonable detail the rightreasons for such disapproval, in which case Tenant shall, within five business days after such notice, revise such change order in accordance herewith, with Landlord’s objections and submit the revised order to submit Landlord for Landlord's approval change proposals subsequent to the completion its review and approval. Landlord shall notify Tenant in writing whether it approves of the Approved resubmitted change order within five business days after its receipt thereof. If Landlord fails to notify Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to that it disapproves any such Tenant Improvement Work Change Proposal change order within such time as is reasonably necessary, but no more than five (5) 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 Proposalsame by Tenant, 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 then 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. Tenant shall, upon completion of the Tenant Improvement Work Change Proposal and determination that none Work, furnish Landlord with an accurate architectural “as-built” plan 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 periodas constructed, such Tenant Improvement Work Change Proposal which plan 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 incorporated into this Exhibit B by this reference for the purposes of this Article IIIall purposes.

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. If 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 (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any from that set forth in the Construction Drawings, Tenant shall pay all costs, including permits and fees, architectural, engineering and related design expenses resulting from such Tenant Improvement Work Change Proposal within such time as is reasonably necessarychanges, but no more than and a service fee of five percent (5%) business daysof the cost of such changed item. No such changes shall be made without the prior written consent of Landlord, after which approval shall not be unreasonably withheld; provided, however, Landlord shall have sole and absolute discretion to approve or disapprove any changes that will: (i) be visible from the submission thereof by Tenant (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to exterior of the nature Premises, or which will affect any exterior element of the Building or will adversely affect the Building Structure and scope Systems, or any area or element or any facility serving any area of the Building, or delay completion of the Tenant Improvement Work Change Proposalbeyond the Anticipated Delivery Date; (ii) require unusual expense to readapt the Premises to normal use on Lease termination, together with Landlord's good faith estimate as unless Tenant first gives assurance reasonably acceptable to Landlord that Tenant shall cause such readaption to be performed to the amount Premises prior to Lease termination without expense to Landlord; or (iii) increase the cost of additional time construction or of insurance or taxes on the Building, unless Tenant first gives assurance reasonably acceptable to Landlord that it will pay such increased cost. Landlord shall not be necessary, or the fact that the information provided by Tenant responsible for any delay 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 completion of the Tenant Improvement Work Change Proposal and determination that none because of changes to the Construction Drawings. Landlord shall advise Tenant of the items shown thereon are to be removed by estimated cost resulting from such requested changes (including the 5% service fee referenced above), and 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 shall, within five three (53) business days after receipt Business Days of Landlord's notice, notify Landlord in writing whether Tenant Improvement Work Change Order Responsedesires to proceed with such changes. If In the absence of such written authorization or Tenant's notice of election not to proceed with such changes, Landlord shall not be obligated to perform any such changes. In the event Tenant fails advises Landlord in writing to respond to proceed with such changes, then simultaneously therewith, Tenant shall pay the Additional Cost of such changes as set forth in Landlord's notice. In no event will Landlord be obligated to commence any such changes (including but not limited to revisions to the Construction Drawings necessitated by any such change order), until 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 has paid the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIAdditional Cost.

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 Landlord, not to be unreasonably withheld, conditioned 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 Landlord’s Architect), such changes may only be requested by the delivery to Landlord by ▇▇▇▇▇▇ 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 daysdays from the receipt of the proposed Change Order to provide Tenant with the Architect’s disapproval of the proposed change stating the reason(s) for such disapproval, after or if the submission thereof Architect approves the proposed change, a summary of any increase or decrease in the cost caused by such change. Tenant shall then have three (unless 3) business days to approve the Change Order Cost. If Tenant approves these items, Landlord has previously advised Tenant that a longer time period is reasonably necessary due shall promptly execute the Change Order and cause the appropriate changes to the nature and scope of the Final Plans to be made. If 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 fails to respond to Landlord within said five (5) business day period period, the Change Order Cost shall be deemed to constitute Landlord's approval of the Tenant Improvement Work Change Proposal disapproved by ▇▇▇▇▇▇ 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 no further obligation to perform any Work set forth in the right to then proceed with or withdraw such Tenant Improvement Work proposed Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Order. The Change Order Response. If Tenant fails to respond to Cost shall include all costs associated with the Change Order, including, without limitation, architectural fees, engineering fees and construction costs, as conclusively determined by the Landlord's Tenant Improvement Work ’s Architect and the Contractor (defined in Section 7), respectively, together with a three percent (3%) fee of these costs as reimbursement for the expense of administration and coordination of such 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 IIIby Landlord’s Representative.

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. 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 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. 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. Tenant may initiate changes in the Expansion Premises Improvements. Each such change must receive the prior written approval of Landlord, such approval shall have the right, be granted or withheld in accordance herewithwith the standards set forth in Section 3.3 above. Tenant shall, to submit for Landlord's approval change proposals subsequent to the upon completion of the Approved Expansion Premises Improvements, furnish Landlord with accurate architectural, mechanical, electrical and plumbing “as built” plans of the Expansion Premises Improvements as constructed in both blueprint and electronic CADD format, which plans shall be incorporated into this Exhibit B by this reference for all purposes. If Tenant Improvement Construction Documents (eachrequests any changes to the Expansion Premises Improvements described in the EP Working Drawings, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to then such increased costs and any additional design costs incurred in connection therewith as the result of any such change shall be added to the Total EP Construction Costs. Tenant Improvement Work Change Proposal within such time as is reasonably necessary, but no more than shall provide Landlord with a copy of the proposed change and Landlord shall have five (5) business daysdays of receipt thereof to notify Tenant whether it approves the proposed change, after such approval shall be granted or withheld in accordance with the submission thereof by Tenant (unless standards set forth in Section 3.3 above. If Landlord has previously advised Tenant that a longer time period is reasonably necessary due to comments concerning 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 proposed change (in which case such initially proposed change shall be necessary, or the fact that the information provided deemed disapproved by Tenant in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Landlord to make the determination set forth hereinpending such comments being addressed), advising then it shall specify in writing reasonable detail the reasons for such comments or concerns, in which case Tenant shall revise the proposed change request to reasonably address the Landlord’s comments and resubmit the requested change to Landlord within two (2) business days after Landlord notifies Tenant of any items its comments thereto, following 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 shall have five (5) business day period shall be deemed days to constitute Landlord's approval of notify Tenant whether it approves the revised change request. If Landlord fails to notify Tenant Improvement Work Change Proposal and determination that none of it has comments or concerns with 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 request within five (5) business days after receipt submission of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond such change request or revised change request (as the case may be) 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 Landlord shall be deemed to be a part of have approved the Approved Tenant Improvement Construction Documents for the purposes of this Article IIIchange request.

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. Tenant (a) After the Final Plans are approved by the parties and Landlord has applied for a building permit for the Landlord Improvements, Tenant, at Tenant’s sole cost and expense, shall have the rightright to make changes, substitutions and eliminations in accordance herewithsaid Final Plans (“Change Order(s)”); provided, to submit for Landlord's approval change proposals subsequent however, that any delay to the completion progress of the Approved construction schedule shall be deemed a Tenant Improvement Construction Documents (each, a "Delay if Landlord notifies Tenant Improvement Work Change Proposal")in writing of such delay as per Section 5.1.1(iii) above. Tenant shall provide sufficient detail to 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 documenting the nature and scope extent of such proposed Change Order(s). Within 10 business days of ▇▇▇▇▇▇▇▇’s receipt of ▇▇▇▇▇▇’s requested Change Order(s) and such documentation, Landlord must furnish Tenant reasonably detailed documentation indicating 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, projected cost and expenses for any such changes, substitutions and eliminations and any anticipated delay in construction schedule for the Base Building Workdue to such changes, as well as specifying substitutions and/or eliminations (subject to the terms “Statement 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 Impact”). Within 5 days of ▇▇▇▇▇▇’s receipt of Landlord's ’s Statement of Change Order Impact, Tenant shall provide to Landlord written notice of its election to proceed with such proposed Change Order(s). Tenant’s failure to respond deliver to Landlord such written notice within said five (5) business -day period shall be deemed to constitute Landlord's approval a withdrawal of the Tenant Improvement Work proposed 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 TermOrder(s). Should Tenant shall have timely advise Landlord in writing that it wishes to move forward with the right proposed Change Order(s), the costs and expenses for same (including the rate of return to then proceed with or withdraw Landlord for such Tenant Improvement Work Change Proposal within five (5expenditure) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to respond will be added 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 ’s Total Costs for the purposes of this Article IIIcalculating the Final Purchase Price. (b) ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ understand and agree that the costs and expenses of any changes, substitutions and eliminations to the Final Plans proposed by the Contractor and approved by Landlord for the construction of the Premises will be added to Landlord’s Total Costs for the purposes of calculating the Final Purchase Price.

Change Orders. (a) If 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 requests 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 changes in the Tenant Improvement Work Change Proposal is insufficient for the purposes of enabling Construction Plans, Landlord to make the determination set forth herein)shall, 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 thereafter, deliver to the Tenant Representative a quote from the Contractor of Landlord's the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that would be attributable to such change. Tenant Improvement Work Change Order Responseshall then have three (3) business days thereafter to approve or reject such cost or schedule change. If Tenant agrees with such additional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in writing, and Landlord and Contractor shall enter into a Change Order to the Construction Contract and Tenant shall approve such Change Order. Landlord shall cause such agreed Change Order to be incorporated in the Construction Plans and/or the Critical Path, as applicable. In the event Tenant fails to respond to Landlord's Tenant Improvement Work approve or disapprove the Change Order Response within such five with the three (53) business day period, such each day until Tenant Improvement Work approves or disapproves the Change Proposal Order thereafter shall be deemed withdrawnconsidered a Tenant Delay. If Tenant proceeds rejects such additional cost (or cost savings) and/or revision to the Critical Path, then the actual number of days elapsed from Tenant’s initial request may be considered Tenant Delay (but without duplication of any days that are considered to be Tenant Delay pursuant to the preceding sentence). (b) If Landlord desires any changes in the Construction Plans, Landlord shall deliver to the Tenant Representative a written request for such change and a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that would be attributable to such change. Tenant shall then have three (3) business days thereafter to approve or reject such cost or schedule change. If Tenant agrees with such Tenant Improvement Work Change Proposaladditional cost (or cost savings) and/or revision to the Critical Path, then Tenant shall notify Landlord in writing, and Landlord and Contractor shall enter into a change order to the Construction Contract and Tenant shall approve such change order; provided, however, that Tenant Improvement Work shall not be responsible for any additional cost resulting from, and Minimum Rent shall not increase or decrease as a result of, such Change Proposal Order requested by Landlord. Landlord shall cause such agreed change to be incorporated in the Construction Plans or the Critical Path, as applicable. In the event Tenant fails to approve or reject the change order with the three (3) business day period, each day until Tenant approves or rejects the change order thereafter may be considered a Tenant Delay. If Tenant rejects such additional cost (or cost savings) and/or revision to the Critical Path, then Landlord shall proceed with no change to the Construction Plans or the Critical Path. (c) If any change in the Construction Plans or the Critical Path is required as a result of (i) Governmental Delay, (ii) Settlement Delay, (iii) a Post Approval Governmental Requirement, (iv) a Force Majeure Event, (v) an Unforeseen Condition, or (vi) a Tenant Delay, Landlord shall notify the Tenant Representative in writing of the change and provide a quote from the Contractor of the additional cost (or cost savings) and any extension (or decrease) to the Critical Path, if any, that is attributable to such change. Landlord shall cause such change to be incorporated in the Construction Plans and/or the Critical Path, as applicable. (d) In the event Tenant desires to modify the Tenant Finish Plans, Tenant shall unilaterally be entitled to execute Change Orders with respect thereto; provided, however, that Landlord’s approval shall be deemed required with respect to be a part any Change Order to the Tenant Finish Plans that affect the completion of the Approved Tenant Improvement Construction Documents for Land Sitework or the purposes of this Article IIIShell Building or the Critical Path as it relates to the Land Sitework or the Shell Building, which approval shall not be unreasonably withheld, conditioned or delayed.

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, as well as specifying (subject to the terms of Section 5.2 below) whether any alterations, additions or improvements shown Work from that provided for in the Tenant Improvement Work Change Proposal must be removed Base Building Plans by Tenant upon the expiration or earlier termination giving Landlord written notice of the Term 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 ("Landlord's i) the change in the Base Building Costs due to such change(s), (ii) the expected delay, if any, in achieving Partial Completion and Substantial Completion of the Base Building Work in connection therewith, and (iii) any reasonable conditions imposed by Landlord in connection therewith. Tenant Improvement Work Change Order Response") shall, within five Business Days after receipt of a proposed change order, either reject or accept it. If Tenant rejects a proposed change order (it being understood and agreed that Landlord's failure or fails to respond within said five (5) business day period the specified period), the Base Building Work shall not 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 (y) the Target Delivery Date shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement extended for the period of the expected delay in achieving Partial Completion specified pursuant to clause (ii) above, and (z) for purposes of determining the Commencement Date, the date as of which Landlord achieves Substantial Completion of the Base Building Work Change Proposal, then such Tenant Improvement Work Change Proposal shall be deemed to be a part accelerated by either (1) the period of the Approved expected delay in achieving Substantial Completion specified pursuant to clause (ii) above or (2) if the period of actual delay in achieving Substantial Completion of the Base Building Work by reason of the change order is demonstrably shorter than such period of expected delay, the period of actual delay. If any change order approved by Tenant Improvement Construction Documents for extends the purposes Target Delivery Date as provided above, then, to the extent that such change order results in a delay of this Article IIIthe Commencement Date beyond September 1, 2011, the Base Rent Deferral Period shall be shortened by the period of such delay.

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 but in any event within five (unless Landlord has previously advised Tenant that a longer time period is reasonably necessary due to the nature and scope 5) business days of the Tenant Improvement Work Change Proposal, together with Landlord's good faith estimate as to the amount ’s receipt 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)same, 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. Tenant In the event that CUSTOMER wishes to request change(s) that are individually or collectively material to any Statement of Work, CUSTOMER shall have submit a written change order ("Change Order"), to ORGANIC. The Change Order shall be substantially in the rightform of Schedule B. ORGANIC will use commercially reasonable efforts to, within five (5) business days of receipt of the Change Order, submit to CUSTOMER any revised fees, delivery schedules and other information reflecting the impact of the additional or different Services ("Change Order Response"); provided, however, that if the requested change in Services is so substantial that, in accordance herewith, to submit for Landlord's approval change proposals subsequent to the completion reasonable judgment of the Approved Tenant Improvement Construction Documents (eachORGANIC, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to any such Tenant Improvement Work Change Proposal Order Response could not, with commercially reasonable efforts, be submitted 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 ORGANIC will provide to CUSTOMER 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 proposed schedule for submitting 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") . CUSTOMER shall accept or reject the Change Order Response within ten (it being understood and agreed that Landlord's failure to respond within said five (510) business day days of receipt or such longer or shorter period as the parties agree, and shall be deemed to constitute Landlord's approval have rejected the Change Order Response unless CUSTOMER notifies ORGANIC of acceptance 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 period. ORGANIC may continue work pursuant to the existing Statement of Work, and will not be bound by any Change Order, until the applicable Change Order Response is accepted in accordance with this Section 2.4. ORGANIC will use commercially reasonable efforts to meet rush Change Orders outside the original scope of work and delivery schedules in a Statement of Work, but such rush Change Orders may be subject to higher hourly rates than ORGANIC's standard hourly rates to reflect additional costs incurred by ORGANIC, which higher hourly rates will be stated in the Change Order Response. ORGANIC will use provide Services substantially in accordance with the provisions of a Change Order Response accepted in accordance with the provisions of this Section 2.4. Each such Change Order Response is hereby (5a) business day period, such Tenant Improvement Work incorporated by reference into this Agreement and made a part hereof as if fully set forth in this Agreement and (b) made binding on the parties thereto. Each Change Proposal shall be deemed withdrawn. If Tenant proceeds with such Tenant Improvement Work Change Proposal, then such Tenant Improvement Work Change Proposal Order Response shall be deemed to be a part of include the Approved Tenant Improvement Construction Documents for the purposes of this Article III.following

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. 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.

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 After final 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). Working Drawing Documents, ------------- Tenant shall have the right to then proceed require changes to the Tenant Finish Work or the Working Drawing Documents for the Leased Premises only by a written Change Order, signed by Tenant's Representative, on a form to be provided by Landlord along with or withdraw such the approval of the Working Drawing Documents. All Change Orders requested by Tenant Improvement Work will be subject to Landlord's prior written approval (to be evidenced by a signature thereon by Landlord's Representative) which will not be unreasonably withheld, and shall be deemed given unless Landlord objects to the written Change Proposal Order request within five three (53) business days after receipt such request is made. If, at the time Tenant requests any Change Order, there is insufficient TIA remaining to complete the Tenant Finish Work as required by the Working Drawing Documents, or if the total costs of Construction have exceeded the TIA, Tenant shall pay Landlord, within ten (10) days after billing, for any net increased costs incurred as a result of Change Orders requested by Tenant, including, without limitation, all overtime premiums and other acceleration costs incurred by contractors to meet the target Construction schedule, and including a five percent (5%) Construction management fee to IPM for any net increase in the costs of the Tenant Finish Work as amended by such Change Order. After final approval of the Working Drawing Documents, if any changes are needed in the Tenant Finish Work as a result of any physical or Base Building system limitations, Landlord shall have the right to implement changes to the physical, mechanical, electrical, structural or other Building system components (but not any aesthetics within the Leased Premises) of the Tenant Finish Work or the Working Drawing Documents for the Leased Premises only by a written Change Order Request, signed by Landlord's Tenant Improvement Work Representative, on the approved form. All such Change Order Response. If Tenant fails Orders requested by Landlord will be subject to respond Tenant's prior written approval (to Landlordbe evidenced by a signature thereon by Tenant's Tenant Improvement Work Change Order Response within such five (5Representative) business day periodwhich will not be unreasonably withheld, such Tenant Improvement Work Change Proposal and shall be deemed withdrawngiven unless Tenant objects to the written Change Order request within three (3) business days after such request is made. If Tenant proceeds with All costs for such Tenant Improvement Work Tenant-approved Change Proposal, then such Tenant Improvement Work Change Proposal Orders shall be deemed to be a part of the Approved Tenant Improvement Construction Documents Costs for the purposes Tenant Finish Work, and any delay caused thereby shall not be considered a Landlord delay under paragraph 6.4 herein. If the need for any Change Order is the result of this Article IIIany inaccuracy, inadequacy, illegality or error in the Working Drawing Documents caused by the Architect, or in the mechanical or electrical design documents caused by the mechanical or electrical contractors/designers, the party hereto who is damaged thereby shall own any claim therefor.

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 six percent (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 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 1.4 of this Article IIIWork Letter.

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. 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). 3.

Change Orders. Tenant shall have the right, in accordance herewith, to submit for Landlord's approval change proposals subsequent may request changes or additions to the completion final scope of work after the Approved final scope of work has been prepared, reviewed, and approved by Tenant Improvement Construction Documents and Landlord (eacheach a “Tenant Change Order”); provided, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to however, any such Tenant Improvement Work Change Proposal within such time as is reasonably necessaryOrder shall require Landlord’s consent, but no more than five (5) business dayswhich shall not be unreasonably withheld, 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 necessaryconditioned, or the fact that the information provided delayed, and such Tenant Change Order shall be signed by both Landlord and Tenant in the order for such 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"to be effective. Landlord may not make any substitutions without Tenant’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed’ provided, however, that if Tenant withholds 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 delay materials into the Landlord’s Work) (it being understood and agreed that Landlord's failure to respond within said five (5) business day period shall be deemed to constitute a Tenant Delay. (a) Except as provided in Paragraph 7(b) below, Landlord's approval of the Tenant Improvement ’s 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 Substantially Completed as set forth in Section 8 below; (b) Notwithstanding the foregoing, if Landlord shall be delayed in completing Landlord’s Work as a result of: (i) Tenant’s failure to comply with any deadlines or in the submission of plans, drawings, specifications or other information, or in approving any working drawings or estimates or in giving any authorization or approval within the time frames set forth herein; (ii) Tenant’s request for a Tenant Change Order; (iii) Tenant’s failure to pay when due any portion of the Excess TI Contribution or any other sums for Landlord’s Work payable by Tenant; (iv) Tenant’s request for materials, finishes or installations as part of the Approved Landlord’s Work which constitute long lead items, provided Tenant Improvement Construction Documents is provided with prior written notice of long lead times; (v) any delay in obtaining a building permit with respect to the Landlord’s Work caused by the action or omission of Tenant; or (vi) the performance (or failure thereof) of any work by any person or firm employed or retained by Te▇▇▇▇, then for the purposes of determining the date of Substantial Completion, the work and materials to be provided by Landlord pursuant to this Article IIIExhibit “B” shall be deemed to have been Substantially Completed on the date that they would have been Substantially Completed if such delay or delays (each of which is referred to herein as a “Tenant Delay”) had not occurred. Landlord agrees to use good faith reasonable efforts to counter the effect of any Tenant Delay; however, Landlord shall not be obligated to expend any additional amounts in such efforts (e.g., by employing overtime labor) unless Te▇▇▇▇ ▇grees in advance in writing to bear any incremental cost associated with such efforts (whether or not such efforts are ultimately successful).

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 IIIchange order.

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 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 (5i) 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 from time to then proceed time to request changes to the Construction Drawings by way of written change order (each, a “Change Order,” and collectively, “Change Orders”). Landlord shall prepare and submit to Tenant within ten (10) days a memorandum setting forth the impact on cost and schedule, if any, resulting from said Change Order (the “Change Order Memorandum of Agreement”), with or withdraw such cost including any additional design fees and, if the applicable Change Order increases the cost to complete the Turnkey Work, a ten percent (10%) construction management fee. Tenant Improvement Work Change Proposal shall, within five three (53) business days after following Tenant’s receipt of Landlord's Tenant Improvement Work the Change Order Response. If Tenant fails to respond Memorandum of Agreement, either (a) execute and return the Change Order Memorandum of Agreement to Landlord's Tenant Improvement Work , or (b) retract its request for the Change Order. Landlord shall not be obligated to commence any work set forth in a Change Order Response until such time as Tenant has delivered to Landlord the Change Order Memorandum of Agreement executed by Tenant. The increase in the cost to construct the Turnkey Work, if any, resulting from the Change Order, as set forth in the Change Order Memorandum of Agreement, shall be herein referred to as the “Excess Turnkey Change Order Costs.” Landlord shall invoice Tenant on a monthly basis for the portion of the Excess Turnkey Change Order Costs actually incurred by Landlord during the prior month and Tenant shall pay to Landlord the amount set forth in such invoice within ten (10) days following receipt of such invoice. (ii) Notwithstanding anything in this Lease to the contrary, in the event the actual cost of the Turnkey Work is reduced as a result of a Change Order to the Turnkey Work, as set forth in the Change Order Memorandum of Agreement, then the Minimum Annual Rent and corresponding Monthly Rental Installment schedules set forth in Section 1.01 above shall be modified to reflect such decrease, as such costs have been quantified in the applicable Change Order Memorandum of Agreement executed by Tenant. For purposes of calculating a reduction in the Minimum Annual Rent due to Change Orders to the Turnkey Work, Landlord shall multiply the net savings resulting from the Change Order, plus five percent (5) business day period%), such Tenant Improvement Work Change Proposal shall be deemed withdrawnby 0.0795. If Tenant proceeds with such Tenant Improvement Work Change Proposal[Example: Assume $400,000 savings. Then, 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$400,000 × 1.05 = $420,000 × 0.0795 = $33,390 Minimum Annual Rent savings.] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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 <PAGE> 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.

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) 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 Tenant Improvement Work proposed Change Proposal, together Order to provide Lessee with LandlordLessor's good faith estimate as to disapproval of the amount of additional time that will be necessaryproposed change stating the reason(s) for such disapproval, or if Lessor approves the fact that proposed change, the information provided by Tenant following items: (i) a summary of any increase in the Tenant Improvement Work Change Proposal is insufficient for cost caused by such change (the purposes of enabling Landlord to make the determination set forth herein"CHANGE ORDER COST"), advising Tenant (ii) a statement of the number of days of any items which Landlord in good faith reasonably believes are inconsistent with delay caused by such proposed change (the design"CHANGE ORDER DELAY"), 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 ResponseDelay (the ") (it being understood and agreed that Landlord's failure to respond within said five (5) business day period 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 the items shown thereon are to be removed days of delay multiplied by Tenant at the expiration or earlier termination of the TermSix Hundred Eighty Eight Dollars ($688). Tenant Lessee 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 Lessee approves these items, Lessor shall promptly execute the Change Order and cause the appropriate changes to the Plans to be made. 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, the Change Order Delay and the Change Order Delay Expense shall be deemed withdrawndisapproved by Lessee and Lessor shall have no obligation to perform any work set forth in the proposed Change Order. If Tenant proceeds with such Tenant Improvement Work The Change Proposal, then such Tenant Improvement Work Change Proposal Order Cost shall be deemed to be a part of the Approved Tenant Improvement Construction Documents for the purposes of this Article III.include all

Change Orders. No material changes or modifications to the Approved Final Plans shall be made unless by written Change Order signed by Landlord and ▇▇▇▇▇▇. Landlord may make material changes, additions or alterations to the Approved Final Plans only with ▇▇▇▇▇▇’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 ▇▇▇▇▇▇▇▇’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 shall have may initiate changes in the rightImprovements. Each such change (a “Change Order”) must receive the prior written approval of Landlord, such approval not to be unreasonably withheld, conditioned, or delayed; however, if such requested Change Order would adversely affect (in accordance herewiththe reasonable discretion of Landlord) (a) the Building’s structure or the Building’s systems (including the Building’s restrooms or mechanical rooms), to submit for Landlord's approval change proposals subsequent to (b) the exterior appearance of the Building, or (c) the appearance of the Building’s common areas or elevator lobby areas, Landlord may withhold its consent in its sole and absolute discretion. Landlord shall, upon completion of the Approved Improvements, cause to be prepared accurate architectural, mechanical, electrical and plumbing “as‑built” plans of the Improvements as constructed, which plans shall be incorporated into this Exhibit B by this reference for all purposes. If Tenant Improvement Construction Documents (each, a "Tenant Improvement Work Change Proposal"). Landlord agrees to respond to requests 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 changes to the nature and scope Improvements described in the Space Plans or the Working Drawings, then Landlord shall inform Tenant in writing of the Tenant Improvement Work Change Proposalestimated increased costs and delay, together with Landlord's good faith estimate as if any, 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 expected completion date 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)Improvements. Tenant shall have the right a period of three (3) days to then notify Landlord in writing if it does not wish to 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 changes. If Tenant timely notifies Landlord that it does not wish to proceed with the changes, or fails to respond to Landlord's Tenant Improvement Work Change Order Response within with such five (5) business 3-day period, Tenant’s request for changes shall be null and void and Landlord shall not proceed with such changes. If Tenant Improvement Work Change Proposal timely elects to proceed with the changes, such increased costs and any additional design costs incurred in connection therewith as the result of any such change shall be added to the Total Construction Costs, and any such delay caused thereby 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 Day.

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 Su▇▇▇▇▇▇▇’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. 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. 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 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”). The cost of any Change Order shall be the direct or withdraw such reasonable estimated cost for the work and/or materials covered thereby and Seller’s overhead, general conditions or profit shall be limited to fifteen percent (15%) of the “hard costs” for changes which cost $5,000 or less and ten percent (10%) of the “hard costs” for changes which cost in excess of $5,000. Tenant Improvement Work Change Proposal shall, within five (5) business days after following Tenant’s receipt of the Change Order Memorandum of Agreement, either (a) execute and return the Change Order Memorandum of Agreement to Landlord's , or (b) retract its request for the Change Order. Upon Substantial Completion of the Tenant Improvement Work Work, to the extent no otherwise covered by the Allowance, Tenant shall pay to Landlord (or Landlord’s designee) any increase in the cost to construct the Tenant Improvements resulting from the Change Order, as set forth in a Change Order Response. If Tenant fails to respond to Landlord's Tenant Improvement Work Memorandum of Agreement; provided however that in the event the amount of any such increase resulting from a Change Order Response is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00) and it is not otherwise covered by the Allowance, Tenant shall pay to Landlord (or Landlord’s designee), within ten (10) days following Landlord’s request, ninety percent (90%) of such five (5) business day periodincrease in cost to construct the Tenant Improvements resulting from such Change Order. 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, such if applicable, Tenant Improvement Work has paid Landlord in full for said 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 shall have (a) Lessee may, from time to time, after Lessee’s approval of the rightConstruction Documents, in accordance herewith, to submit for Landlord's approval change proposals subsequent request that changes be made to the completion of the Approved Tenant Improvement Construction Documents Lessor Improvements that have not been Substantially Completed (each, a "Tenant Improvement Work “Lessee Change Proposal"Order”). Landlord Any Lessee Change Order requested by Lessee shall be in writing and shall identify the proposed change to the Construction Documents with reasonable specificity. Any additional Warranties that Lessee elects to obtain subsequent to Lessee’s approval of the Construction Documents shall constitute a Lessee Change Order. Lessee hereby acknowledges and 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 request for a Lessee Change Order may cause Lessor to incur out-of-pocket costs and expenses in order to evaluate the nature proposed Lessee Change Order (the “Evaluation Costs”) and scope may cause a delay in the performance of the Tenant Improvement Work Lessor Improvements, which may require extension of the Target Completion Date (each, an Excused Delay). Evaluation Costs shall be Project Cost. (b) Following Lessor’s receipt of a request for a Lessee Change ProposalOrder, together with Landlord's good faith estimate as within the Response Time, Lessor shall, or shall cause General Contractor to, deliver to Lessee a written notice (an “Evaluation Notice”) which shall include a statement describing Lessor’s estimates of: (i) whether and how such Lessee Change Order may expedite or delay the critical path of the Project Schedule, including a proposed revised Project Schedule, (ii) the increases and/or decreases in Project Costs anticipated to result from the proposed Lessee Change Order; and (iii) the amount of additional time that will any Evaluation Costs and any Evaluation Delay which would be necessaryincurred to obtain pricing on such Lessee Change Order. After its receipt of such Evaluation Notice, within the Response Time, Lessee shall elect either to: (A) proceed with or withdraw the fact that proposed Lessee Change Order; or (B) proceed with further evaluation of the information provided by Tenant proposed Lessee Change Order (and in the Tenant Improvement Work Change Proposal is insufficient for event Lessee does not respond to Lessor within the purposes of enabling Landlord to make the determination set forth herein)Response Time, 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 Lessee shall be deemed to constitute Landlord's approval have elected not to proceed with the requested Lessee Change Order). If Lessee elects to proceed with evaluation of a Lessee Change Order, Lessor shall, or shall cause General Contractor, as soon as practicable, but in any event within the Response Time, provide Lessee with a written notice detailing the total additional costs of completing the applicable Lessee Change Order (collectively, the “Change Order Costs”). After its receipt of the Tenant Improvement Work Change Proposal and determination that none of Order Costs with respect to a requested Lessee Change Order, within the items shown thereon are Response Time, Lessee shall elect either 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 the proposed Lessee Change Proposal within five (5) business days after receipt of Landlord's Tenant Improvement Work Change Order Response. If Tenant fails to Order, and in the event Lessee does not respond to Landlord's Tenant Improvement Work Change Order Lessor within the Response within such five (5) business day periodTime, 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 Lessee shall be deemed to be a part of have elected not to proceed with the Approved Tenant Improvement Construction Documents for requested Lessee Change Order. If the purposes Change Order Costs approved by Lessee increase or decrease the Project Costs, Section 3(b) of this Article IIIAmendment shall apply.