Common use of Improvements Clause in Contracts

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st 7.1 Spectrum hereby acknowledges that Zentaris is the owner of each calendar year all Inventions and/or Improvements developed by Zentaris and Spectrum shall acquire no rights, title or interest whatsoever in or to any such Inventions and/or Improvements, except as specifically provided herein. 7.2 In the event that, during the Lease Termcontinuance of this Agreement, Lessee shall notify Lessor in writing of Zentaris develops any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the use of Contract Products and/or D-63153 in the Field, Zentaris shall furnish Spectrum with timely written notice of such Improvements, and shall furnish Spectrum with a data package which, in Zentaris' reasonable opinion, contains all information, know-how and other data as Spectrum will require in order to implement such Improvements. Zentaris shall, and hereby does, grant Spectrum an exclusive, perpetual, royalty-free license to use all Improvements and all information, know-how and other data pertaining to all Improvements furnished by Zentaris to Spectrum hereunder for the purpose of developing, selling, offering for sale and importing Contract Products and/or D-63153 in the Field and in the Territory, and subject to the limitations as Lessor may reasonably requestprovided for in Section 2 above. (b) Lessee 7.3 Zentaris hereby acknowledges that Spectrum is the owner of all Inventions and/or Improvements developed by Spectrum and Zentaris shall be obligated acquire no rights, title or interest whatsoever in or to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed such Inventions and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightexcept as specifically provided herein. (c) Lessor shall finance all capital costs 7.4 In the event that, during the continuance of this Agreement, Spectrum develops any Improvements with respect to the use of Contract Products and/or D-63153 in the Field, Spectrum shall furnish Zentaris with timely written notice of such Improvements, and shall furnish Zentaris with a data package which, in Spectrum's reasonable opinion, contains all information, know-how and other data as Zentaris will require in order to implement such Improvements in Zentaris' Regulatory Approvals and for manufacture, production, distribution, marketing, sale and/or use of any Improvement so long as products whatsoever. Spectrum shall, and hereby does, grant Zentaris an exclusive, worldwide, perpetual, royalty-free license to use all Improvements and all information, know-how and other data pertaining to all Improvements furnished by Spectrum to Zentaris hereunder, outside the Lessee’s senior unsecured indebtedness Territory and within the Territory outside the Field for any purpose whatsoever. 7.5 Each Party shall be entitled to disclose all Improvements disclosed to it by the other Party during the period of this Agreement to, in Zentaris' case, its licensees and, in Spectrum's case, its sublicensees. During the term of this Agreement, the use of Zentaris' Improvements by any sublicensees of Spectrum and the use of Spectrum's Improvements by any licensee of Zentaris is rated at least Investment Gradefree of charge. Lessee All information regarding such Improvements and Inventions shall advise Lessor as to: (i) the final design be deemed Confidential Information and material equipment to be used in connection with the Improvements; (ii) the final timeline for designingeach Party, engineering, procuring, permitting and constructing each of its licensees, shall keep such information confidential pursuant to the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each terms of the ImprovementsSection 12. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment Landlord has established or may establish specifications for certain Building standard components to be used in connection the construction of the “Improvements” (as that term is defined below) in the Premises. The quality of the Improvements shall be materially consistent with the quality of such Building standards, provided that Landlord may, at Landlord’s option, require the Improvements to comply with certain Building standards. Landlord may make changes to said specifications for Building standards from time to time. Using Building standard materials, components and finishes, Landlord shall cause the installation and/or construction of the improvements in the Premises (the “Improvements; ”) pursuant to that certain space plan attached to this Work Letter as Schedule 1 (the “Space Plan”). Tenant shall make no changes, additions or modifications to the Improvements or the Space Plan or require the installation of any “Non-Conforming Improvements” (as that term is defined in Article 2 of this Work Letter), without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the substantial completion of the Improvements or impose any additional costs. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord’s property under the terms of this Lease. Notwithstanding any provision to the contrary contained in this Work Letter, in the event that the cost to construct the Improvements (which costs shall include a coordination fee in an amount equal to the product of (i) seven percent (7%), and (ii) the total costs of the design and construction of the Improvements (and, if applicable, the Non-Conforming Improvements) in consideration for Landlord’s supervision of the same) will exceed a proposed timeline for designingtotal amount equal to One Hundred Fifty-Eight Thousand Seven Hundred Four and 00/100 Dollars ($158,704.00) (i.e., engineering, procuring, permitting Twenty-Eight and constructing 00/100 Dollars ($28.00) per each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each usable square feet of the respective ImprovementsPremises) in the aggregate (the “Improvement Allowance Amount”) (subject to increase by the Converted Amount, if applicable, pursuant to Section 3.2 of this Lease), then all such excess costs shall be paid to Landlord by Tenant in advance within five (5) days following Tenant’s receipt of a request therefor. Lessee All such funds provided by Tenant shall endeavor be disbursed by Landlord and exhausted prior to provide to Lessor such additional information with respect disbursement of the Improvement Allowance Amount. Notwithstanding any provision to the Improvements as Lessor may reasonably request. (b) Lessee contrary contained in this Lease or this Work Letter, in no event shall the Landlord be obligated to cause pay for (A) any moving costs or expenses related to be obtained Tenant’s move-in/occupancy of the Premises, and (B) any Authorizations required costs or expenses associated with the purchase, installation or maintenance of any furniture (including, but not limited to, the cost of any reception desks, credenzas or chairs (whether identified on the Space Plan or not)), fixtures, equipment, art, cabling, audio/visual equipment, telecommunications systems, access controls, security systems and equipment and office signage related to design, engineer, procure, permit, construct and operate Tenant’s occupancy of the Premises. In no event shall any Improvement, including any PSCW Authorizations that would be applicable if portion of the Improvement was proposed to Allowance Amount be constructed and/or owned available for disbursement by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used Landlord in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each construction of the Improvements; and (iii) the total capital costs and the monthly capital costs required to designImprovements after December 31, engineer, procure, permit and construct each of the Improvements2019. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. Landlord and Tenant have approved that certain space plan for the Premises prepared by Hooks ASD, dated as of April 14, 2011 (athe “Approved Space Plan”). The Approved Space Plan is attached to this Work Letter as Schedule 1. Immediately following Tenant’s execution and delivery of this Lease, Tenant shall cooperate in good faith with Landlord’s architects and engineers to supply such information as is necessary to allow Landlord’s architects and engineers to complete the architectural and engineering drawings for the Premises, and the final architectural working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits and in a manner consistent with, and which are a logical extension of, the Approved Space Plan (as reasonably determined by Landlord) No later than September 1st and otherwise in accordance with Building standards (collectively, the “Approved Working Drawings”). Using Building standard materials, methods, components and finishes, Landlord shall cause the installation and/or construction of each calendar year during the Lease Term, Lessee shall notify Lessor in writing those certain items (exclusive of any and all benches, furniture, fixtures, and equipment (collectively, the “Tenant FF&E”)) identified on the Approved Working Drawings (the “Improvements”). Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that the Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: , without limitation, (i) a description one (1) coat of Building standard paint, with the Improvements “base” color to be selected by Landlord and the design and material equipment “accent” color to be used in connection selected by Tenant within three (3) business days following Landlord’s request for such selection (provided that such accent color must be reasonably available and otherwise reasonably coordinate with such Improvements; the “base” color selected by Landlord), (ii) a proposed timeline for designingBuilding standard carpet selected by Landlord, engineering, procuring, permitting and constructing each of the Improvements; and (iii) wall or floor feeds, as applicable, to Tenant’s benches (as opposed to distribution through Tenant’s benches) to the expected total and monthly capital costs for Lessee to designextent necessary based on the Approved Space Plan and/or the Approved Working Drawings. Tenant shall make no changes, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect additions or modifications to the Improvements or the Approved Space Plan or the Approved Working Drawings (once completed) or require the installation of any “Non-Conforming Improvements,” as Lessor defined in Article 2, below without the prior written consent of Landlord, which consent may reasonably request. (b) Lessee be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the “Substantial Completion,” as that term is defined in Section 5.1 of this Work Letter of the Improvements or would impose any additional costs. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if deemed Landlord’s property under the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight terms of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightthis Lease. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. All improvements in and to the Premises as of the Commencement Date (other than Tenant’s Property or except as may be otherwise expressly set forth herein), including any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at least ninety (90) days prior to the Termination Date (a “Removal Demand”), may require Tenant, at its expense, to remove any of the following, provided however, in no event shall Tenant have any obligation to remove any Leasehold Improvements which were a part of the Delivery Condition of the Premises: (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor any cable and any wiring or cabling in writing of any Improvements that Lessee proposes to make pursuant conduit to the O&M Agreement in extent installed by or for the succeeding calendar year. Each such notice shall include: benefit of Tenant (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designingcollectively, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request.“Removable Cabling”), (b) Lessee shall be obligated to cause to be obtained any Authorizations required to designslab cuts other than a reasonable quantity of holes (each not exceeding 4 inches in diameter or exceeding ten (10) feet in length) for conduits, engineer, procure, permit, construct pipes and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight.ducts, (c) Lessor shall finance all capital costs with respect to any Improvement so long as vaults installed by or for the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each benefit of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements.Tenant, (d) If Lessor all improvements, signage, and equipment of any nature whatsoever made by or on behalf of Tenant; (e) any back-up power system installed by or for the benefit of Tenant, and any other similar equipment that, in Landlord’s reasonable judgment, is of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements; (f) any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements or are not customarily found in first class office buildouts. (collectively, “Required Removables”), and to repair and restore in a good and workmanlike manner to a condition which is customary and reasonable for such removal any damage to the Premises or Building caused by such removal (but without requirement to replace carpeting, wall coverings or other finishes, and further assuming that the existing Leasehold Improvements will be demolished, unless Landlord has then executed a new Lease for the relevant portion of the Premises and has a reasonable basis to believe that the new tenant does not agree intend to fund demolish the cost applicable areas) (the “Restoration Standard”). If Landlord determines that a future tenant will use any item that qualifies as a Required Removable or if Landlord intends to demolish such space, then Tenant shall not be obligated, but nevertheless may elect, to remove (or pay for) the same. Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems, and structural alterations and modifications. It is agreed that Required Removables shall not include any usual office improvements such as gypsum board, partitions, ceiling grids and tiles, fluorescent lighting panels, Building Standard doors and non-glued down carpeting or any Landlord Work. Notwithstanding the foregoing, Tenant shall not be required to restore any improvements upon the expiration or termination of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvementsthe Lease except the items identified on Exhibit K attached hereto.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant Notwithstanding anything to the O&M Agreement contrary in this Agreement, if PARI develops an incremental Improvement, then PARI shall incorporate such Improvement into the succeeding calendar year. Each such notice shall include: Device, without further consideration, if (i) a description of it is not contractually prohibited from doing so by the Improvements and the design and material equipment to be used in connection with agreement under which such Improvements; Improvement was developed, (ii) a proposed timeline PARI generally incorporates such Improvement into an eFlow for designinguse in CF, engineeringBronchiectasis or such Secondary Indication (but in this instance only, procuringwithout reference to the Drug Product contained in the definition of Secondary Indication in Section 1.50) that has been included in the Transave Field pursuant to Section 2.6, permitting and constructing each of the Improvements; and (iii) it is consistent with the expected total Specifications and monthly capital costs for Lessee to designthe applicable regulatory requirements. If an Improvement is not an incremental Improvement (e.g., engineera major Improvement or a new 510(k) is or will be filed), procurethen PARI shall, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if extent it has the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable right to do so, Lessee offer Transave an opportunity to review such Improvement for a period of sixty (60) days from receipt of a description of such Improvement and a plan for development of such Improvement and possible incorporation into the Device in order for Transave to determine whether it wishes to have such Improvement incorporated into the Device and thereby be incorporated into the license granted pursuant to Section 4.1. If Transave determines (by giving written notice to PARI) within such sixty (60) day period that it desires to benefit from the Improvement and include the Improvement in the Device, such Improvement shall be automatically included in PARI Intellectual Property. If Transave does not give written notice to PARI within the sixty (60) day period of its desire to benefit from the Improvement, Transave shall be deemed to have rejected the Improvement and PARI shall have no obligation to include the Improvement in the Device. Notwithstanding anything to the contrary in this Agreement, if PARI develops an Improvement and desires to obtain patent protection for such Improvement, PARI shall be free to obtain such protection and may maketake all steps necessary, appropriate or cause to advisable thereto, provided that Transave's rights under this Agreement shall not be made, restricted or limited in any such Improvementsway.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee Tenant shall notify Lessor construct all Improvements in writing of any Improvements that Lessee proposes to make pursuant accordance with Laws applicable to the O&M Agreement Premises and substantially in accordance with Tenant’s Preliminary Plans. Attached hereto as Exhibit “C” are conceptual plans and preliminary exterior plans showing the succeeding calendar yeargeneral design of the building(s) to be erected, the exterior footprint of the Improvements to be constructed on the Premises and the general layout of the Premises in terms of access roads, parking and landscaping (“Tenant’s Preliminary Plans”). Each such notice shall include: (i) The parties acknowledge and agree that Landlord intends to develop the Site as a description first-class office, science and technology campus, and that the aesthetics of the Improvements and the overall design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; Premises have a material effect on Landlord’s goals and (iii) plans. Notwithstanding the expected total and monthly capital costs for Lessee foregoing, Tenant shall have no obligation to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor in accordance with Tenant’s Preliminary Plans and may reasonably requestalter, increase or reduce the scope of any planned Improvements, whether or not depicted on the Tenant’s Preliminary Plans; provided, however, that the Improvements shall at all times be consistent with a first-class office, science and technology campus. (b) Lessee Notwithstanding anything contained in this Lease to the contrary, Landlord shall have the right to terminate this Lease, at Landlord’s sole discretion, in the event that either (a) Tenant fails to commence construction of the Improvements within six (6) months of the completion of the Phase 1 Landlord’s Work, or (b) following such commencement of construction, such construction is not completed (to be evidenced by a permanent certificate of occupancy having been issued for the Improvements) on or before the date that is twenty-four (24) months from the date of commencement of construction; provided, however, that each of the foregoing time periods shall be obligated automatically extended due to delays caused by force majeure. The parties agree to confirm in writing the date of completion of the Phase I Landlord Work and the commencement of construction of the Improvements. Landlord may exercise the foregoing termination right, if at all, by giving written notice of such termination to Tenant within ten (10) days following the expiration of the applicable time period and thereupon this Lease shall terminate on the date thereof, as though such date were the date set forth in this Lease for the expiration of the Term. Failure of Landlord to provide such written termination notice within said ten (10) day time period shall cause such termination right to be obtained any Authorizations required to design, engineer, procure, permit, construct null and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightvoid. (c) Lessor Where possible, Landlord shall finance all capital costs with respect permit Tenant to deposit any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design excess waste, soil or other materials generated from any excavations, grading and material equipment to be used utility installations in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each construction of the Improvements; Improvements in a location within the Site designated by Landlord, and (iii) in a manner as directed by Landlord so as to stabilize the total capital costs same and the monthly capital costs required to design, engineer, procure, permit and construct each consistent with Landlord’s intended development of the ImprovementsSite. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st Following execution of this Amendment, Tenant shall enter into one or more construction contracts (each calendar year during a “Construction Contract”) with ▇▇▇▇▇▇ Commercial Construction Company d/b/a Eagleview Commercial Construction Company (the “Contractor”) as general contractor who shall perform and manage the construction of the alterations and improvements in the Leased Space conforming to the Approved Tenant Improvement Plans, as such term is hereinafter defined (the “Improvements”). Tenant’s specifications and plans for the Improvements to the Leased Space (the “Improvement Plans”) shall be prepared by Tenant’s architect, which architect shall be subject to the approval by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Landlord hereby approves ▇▇▇▇▇▇ Wyper Architects as Tenant’s architect. Such Improvement Plans will be prepared in sufficient detail to permit Contractor to construct the Improvements, and shall include partition layout (dimensioned), door location and door schedule including hardware, reflected ceiling plan, telephone and electrical outlets with locations (dimensioned), special electrical, HVAC and/or plumbing work, mechanicals, special loading requirements, such as the location of special equipment, openings in the walls or floors, all necessary sections and details for special equipment and fixtures, and finishes including, without limitation, carpentry and millwork, floor coverings, wall coverings, color schedules, and any other special finishes. The Improvement Plans shall be prepared in accordance with applicable laws and code requirements and in accordance with the terms of the Lease Term(including Sections 8 and 9, Lessee as amended). Within ten (10) business days of Landlord’s receipt of the Improvement Plans, Landlord shall notify Lessor Tenant as to whether Landlord approves of the Improvement Plans, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord’s failure to notify Tenant in writing of any Improvements that Lessee proposes to make pursuant within such ten (10) business day period will constitute Landlord’s approval thereof. Upon approval or deemed approval by Landlord, the Improvement Plans shall become final and shall not be materially changed without Landlord’s further approval, which shall not be unreasonably withheld, conditioned or delayed, and shall be subject to the O&M Agreement in same timeframe for approval and deemed approval as provided above (as finally approved, the succeeding calendar year“Approved Tenant Improvement Plans”). Each such notice shall include: The parties agree that (i) a description of Contractor is approved as the Improvements and the design and material equipment to be used in connection with such Improvements; general contractor, (ii) a proposed timeline for designingTenant shall have the right to require the use of certain sub-contractors to perform certain specialty work related to the lab improvements in the Leased Space, engineeringsubject to the approval of Landlord, procuringwhich approval shall not be unreasonably withheld, permitting and constructing each of the Improvementsdelayed or conditioned; and (iii) the expected total sub-contractors identified on Exhibit A attached hereto are approved by Landlord and monthly capital costs for Lessee Tenant. Landlord’s consent shall not be considered to designbe unreasonably withheld if any such sub-contractor (i) does not have trade references reasonably acceptable to Landlord, engineer, procure, permit and construct each (ii) does not maintain insurance as required pursuant to the terms of the respective ImprovementsLease, (iii) does not have the ability to be bonded for the work in an amount of no less than 125% of the total estimated cost of the portion of the Improvement work which such sub-contractor is performing, or (iv) is not licensed as a contractor in the state/municipality in which the Leased Space is located. Lessee shall endeavor Tenant acknowledges the foregoing is not intended to provide to Lessor such additional information with respect to be an exclusive list of the Improvements as Lessor reasons why Landlord may reasonably requestwithhold its consent to a sub-contractor. (b) Lessee shall be obligated Provided that there is no Event of Default by Tenant then occurring pursuant to cause the terms of the Lease or this Amendment beyond all applicable notice and cure periods, effective on and after execution of this Amendment, Landlord agrees to contribute the sum of $500,000 (the “2021 Allowance”) to be obtained applied towards the cost of the general fit-out Improvements (i.e., carpet and paint, but specifically excluding any Authorizations required to designlab improvements), engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations provided that would be applicable if Tenant provides Landlord with the Improvement was proposed to be constructed and/or owned by a public utility documentation set forth in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightSection 5(e) below. (c) Lessor shall finance Provided that there is no Event of Default by Tenant then occurring pursuant to the terms of the Lease or this Amendment beyond all capital costs with respect applicable notice and cure periods, and that Tenant has paid to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated Contractor at least Investment Grade. Lessee shall advise Lessor as to: $5,000,000 towards construction of the Improvements (iwhich sum may not include any costs or expenses applied towards equipment or any portion of the 2021 Allowance previously utilized), on and after April 1, 2022, Landlord agrees to contribute (by way of payment directly to Contractor) the final sum of $2,000,000 (the “2022 Allowance”) to be applied towards the cost of the Improvements (including, but not limited to, the cost of preparing design and material equipment to be used construction documents and mechanical and electrical plans for the Improvements, the cost of city permits, and for hard costs in connection with the Improvements; ), provided that Tenant provides Landlord with the documentation set forth in Section 5(e) below. Notwithstanding the foregoing, Landlord shall not be required to pay to Contractor nor shall Tenant be entitled to any portion of the 2022 Allowance unless and until the later of the following has occurred (i) April 1, 2022 or (ii) the final timeline Tenant has paid to Contractor at least $5,000,000 for designing, engineering, procuring, permitting and constructing each construction of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the ImprovementsImprovements as set forth above. (d) If Lessor does Provided that there is no Event of Default by Tenant then occurring pursuant to the terms of the Lease or this Amendment beyond all applicable notice and cure periods, and that Tenant has paid to Contractor at least an additional $8,000,000 towards construction of the Improvements to the Leased Space (which sum may not agree include any costs or expenses applied towards equipment nor any portion of the 2021 Allowance or 2022 Allowance previously utilized), on and after April 1, 2023, Landlord agrees to fund contribute (by way of payment directly to Contractor) the sum of $3,500,000 (the “2023 Allowance”, together with the 2021 Allowance and the 2022 Allowance, sometimes hereinafter collectively referred to as the “Allowance”) to be applied towards the cost of any the Improvements (including, but not limited to, the cost of preparing design and construction documents and mechanical and electrical plans for the Improvements, the cost of city permits, and for hard costs in connection with the Improvements), provided that Tenant provides Landlord with the documentation set forth in Section 5(e) below. Notwithstanding the foregoing, Landlord shall not be required to pay to Contractor nor shall Tenant be entitled to any portion of the 2023 Allowance unless and until the later of the following has occurred (i) April 1, 2023 or otherwise (ii) Tenant has paid to Contractor at least an additional $8,000,000 for construction of the Improvements as set forth above. Notwithstanding satisfaction of the conditions set forth in the prior sentence, Landlord shall be permitted, in Landlord’s sole but reasonable discretion, to withhold up to $2,500,000 of the 2023 Allowance until such time as Landlord determines that Tenant’s financial strength is unable adequate to do sosatisfy Tenant’s monetary obligations under the Lease. (e) Any portion of the Allowance to be applied toward the cost of the Improvements, Lessee may makeshall be paid directly to Contractor within thirty (30) days following receipt by Landlord of (1) receipted bills covering all labor and materials expended and used in the Improvements; (2) full and final/partial waivers of lien (as appropriate); and (3) the certification of Tenant’s architect and engineer of design that the Improvements have been installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable Laws, codes and ordinances. The Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance towards the cost of the Improvements during the continuance of an uncured Event of Default by Tenant under the Lease, and Landlord’s obligation to disburse or apply the Allowance shall only resume when and if such Event of Default is cured. (f) Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the Improvements and/or Allowance. (g) Each Construction Contract shall set forth the Improvements to be completed pursuant to such Construction Contract. In addition, each Construction Contract shall include a schedule (each a “Schedule”) created by Contractor, Landlord and Tenant (working in good faith) establishing an estimated completion date for the Improvements covered by such Construction Contract (each a “Target Completion Date”). Contractor shall work diligently and in good faith to complete the Improvements contained in each Construction Contract by the Target Completion Date established on the Schedule for the specific Construction Contract. With respect to each Construction Contract, Contractor shall be entitled to collect and deduct from the Allowance paid pursuant to such Construction Contract a contractor’s fee in an amount equal to 7% of the total cost of the Improvements (i.e. the Cost of Work as defined in the then current edition of the AIA Standard Form of Agreement between Owner and Contractor) applicable to the Construction Contract, which Cost of Work shall specifically exclude any amounts paid towards specialty equipment purchased and installed and warranted by Tenant and any fines or penalties assessed against the project resulting from violations of applicable laws and codes, including without limitation, OSHA, by Contractor or any of its sub-contractors or suppliers within Contractor’s control. Contractor will cause the construction of the Improvements under each Construction Contract to commence in accordance with the Schedule and shall Substantially Complete the Improvements on the Schedule on or before the date which is thirty (30) days following the date specified on the Schedule (subject to automatic extension for any delay cause by Force Majeure or Tenant Delay) (the “Target Date”). In the event that the Improvements for a Construction Contract are not Substantially Complete within thirty (30) days of the Target Date (“Outside Completion Date”) of such Construction Contract, Contractor’s contractor fee shall be automatically reduced by 1% on the first day following the Outside Completion Date and again, if applicable, by an additional 1% each for thirty (30) day period thereafter until such Improvements have been Substantially Completed. Notwithstanding anything to the contrary, each Construction Contract and its related Schedule shall be applicable only to those Improvements contained therein. (h) As used herein, (i) “Force Majeure” shall mean matters outside of Contractor’s reasonable control including, but not limited to the following: strikes, lockout, or labor disputes; failure or interruption of or delay in the availability of any one or more public utilities at the Building for the use of Contractor or its sub-contractors; delays due to governmental regulation or actions or inaction of local, state or federal governments [including, without limitation, any extraordinary delays in issuing building permits, certificates of occupancy or other similar permits or certificates]; riots, acts of the public enemy, war, invasion, insurrection, mob violence, sabotage or malicious mischief; storm, flood, unusually severe weather or acts of God; fire, explosion, or casualty; inability to procure, or general shortages of, labor, equipment, facilities, materials or supplies; failure of transportation, epidemics, quarantine restrictions, freight embargoes, or any other cause event or circumstance, whether similar or dissimilar, beyond Contractor’s control; (ii) “Substantially Complete”, “Substantial Completion” or words of similar import shall mean that any work to be made, any such Improvements.performed by Contractor pursuant to a specific Construction Contract has

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment has established or may establish specifications for certain Building standard components to be used in connection the construction of the “Improvements” (as that term is defined below) in the Premises. The quality of the Improvements shall be materially consistent with the quality of such Improvements; (ii) a proposed timeline Building standards, provided that Lessor may, at Lessor’s option, require the Improvements to comply with certain Building standards. Lessor may make changes to said specifications for designingBuilding standards from time to time, engineering, procuring, permitting and constructing each which changes shall only be applicable to the Premises after the completion of the Improvements; . Using Building standard materials, components and (iii) finishes, in a good and workmanlike manner, Lessor shall cause the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each installation and/or construction of the respective improvements in the Premises (the “Improvements”) pursuant to that certain space plan and basis of design attached to this Second Amendment as Exhibit B (the “Space Plan”). Lessee shall endeavor to provide to Lessor such additional information with respect make no changes, additions or modifications to the Improvements or the Space Plan or require the installation of any “Non-Conforming Improvements” (as Lessor that term is defined in Article 2 of this Work Letter), without the prior written consent of Lessor, which consent may reasonably request. be withheld in Lessor’s sole discretion if such change or modification would directly or indirectly delay the substantial completion of the Improvements or impose any additional costs (bunless Lessee agrees to bear such additional costs). Notwithstanding the foregoing or any contrary provision of this Second Amendment, all Improvements shall be deemed Lessor’s property under the terms of the Lease (as amended) and Lessee shall neither be obligated required to cause remove the Improvements nor any other Alterations or Utility Installations that are currently within the Premises at the expiration or earlier termination of the Lease. In addition, to the extent that any code compliance upgrades are required in the Premises or Common Areas in order to allow Lessee to obtain a certificate of occupancy, or its legal equivalent, for the Premises for research and development and related laboratory, office, and administrative uses assuming normal and customary office occupancy density, Lessor, at Lessor’s sole cost and expense (i.e., not to be obtained any Authorizations required included in Operating Expenses) shall cause the Common Areas and the Premises to designcomply with applicable building codes and other governmental laws and ordinances, engineerand regulations related to handicap access, procure, permit, construct which were enacted and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long enforced as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each date of the Improvementsthis Second Amendment. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. 8.1 In carrying out any general improvements (being any improvements having a cost of less than $5,000 (with such sum to increase in line with inflation on the same basis as your Rent) to the Property or are undertaking ongoing maintenance in accordance with clause 5.1(d) then: (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment to this will be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request.at your cost; (b) Lessee shall be obligated you must complete them in a reasonable time to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct a professional and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight.tradesman-like standard; (c) Lessor shall finance you must comply with all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: laws and obtain all required Code Compliance Certificates (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements.if required); (d) If Lessor does not agree to fund you must comply with any rules affecting the cost Property such as any restrictive covenants, the provisions of any Improvementsthe District Plan in which the Property is situated, or otherwise Body Corporate Rules; (e) you must give us copies of all related paperwork; (f) you indemnify us for any losses, if the improvements or carrying them out causes us any losses; and (g) you must abide by any policies developed by us relating to improvements or maintenance. 8.2 If you wish to make major improvements in excess of $5,000 (Major Improvements) (with such sum to increase in line with inflation on the same basis as your Rent) then: (a) the rules set out in clause 8.1 above will apply and you must also get our written consent first, which we may withhold in our absolute discretion; (b) we will update the Maintenance Schedule to include these Major Improvements once the Major Improvements are completed; (c) if agreed by us (in our absolute discretion), we will add the certified costs of the Major Improvements to the Reversion Price and the date of completion of the Major Improvements to our satisfaction shall be the Improvements Date for the purposes of "E" in clause 10.5 below. 8.3 Landscaping and Fencing Improvements Rules include: (a) you must not make any alterations to the fences on the Property (including to the length, height or materials) without our consent; (b) you must not make any practical changes or additions to the landscaping (for example, adding a garden shed or altering or adding to any existing fencing) without our consent; (c) you must ensure any irrigation system is unable monitored, maintained and periodically adjusted as required, including draining the irrigation system in winter and reprogramming it for spring; (d) you must undertake regular pruning of trees, ▇▇▇▇▇▇, shrubs and groundcovers as required, in particular any: (i) ▇▇▇▇▇▇ on shared boundaries must be maintained to a maximum height of 1.8 metres; and (ii) ▇▇▇▇▇▇ on road/reserve boundaries must be maintained to a maximum height of 1.2 metres; (e) you must undertake all other work necessary to maintain a healthy, clean, neat and tidy garden landscape; and (f) if you do so, Lessee not keep your garden tidy: (i) we may make, require you to tidy it to our reasonable standards; and (ii) if you do not meet out requirements we may employ contractors to undertake whatever work is required at your cost. 8.4 Removal of Improvements in breach: Should you install or cause carry out any Improvements in breach of the above clauses then we may give notice to be made, you to remove such Improvements at your cost within a reasonable time and make good any damage caused by such Improvementsremoval. Should you fail to comply with such notice then we may enter onto the Property and remove the offending Improvements and recover the costs of doing so from you.

Improvements. 3.1 The City acknowledges that the Owners are required to install certain municipal improvements, including paved roads, lateral storm and sanitary sewers, water distribution mains, power, curbs, gutters and sidewalks in excess of the requirement for the Said Lands (athe “Requirement"), and which will benefit the land shown cross-hatched, on Schedule "E". If within ten (10) No later than September 1st years of each calendar year during the Lease Termdate of execution of this Agreement, Lessee all or any part of the land shown cross-hatched is developed or subdivided, as the case may be, the City shall notify Lessor enter into agreements with the applicants for development permits or subdivision approval (the “Future Developers"), requiring the Future Developers to pay an amount in writing respect of any Improvements that Lessee proposes to make pursuant those municipal improvements. If the Requirement has been constructed and as-constructed costs are available or can be readily determined, including engineering, surveying and administration, then the City will collect the as-constructed costs from the Future Developers and within sixty (60) days pay those funds to the O&M Agreement Owners, or such portion thereof as the City actually collects. If the Requirement has not been constructed, then the City will collect from the Future Owners the estimated costs of construction, including engineering, surveying, administration and contingency, which are estimated to be $ "Boundary Conditions Receivable Amount" , inclusive of Sales Taxes, and within sixty (60) days pay those funds to the Owners, or such portion thereof as the City actually collects. Nothing in this Article shall oblige the succeeding calendar year. Each such notice shall include: (i) a description City to pay to the Owners any amount which the City is prevented by law from recovering from the Future Developers. 3.2 The covenants contained in Article 3.1 of this Schedule “D” are subject to and conditional upon the owners of the Improvements lands providing a utility easement to the City upon terms and conditions agreeable to the design City and material equipment in a form acceptable to the Corporate Services, Law Branch of the City permitting the municipal improvements to be used in connection with such Improvements; on the aforementioned lands, and permitting their maintenance, within forty five (ii45) a proposed timeline for designing, engineering, procuring, permitting and constructing each days of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each date of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably requestentering into this Agreement. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st Notwithstanding anything to the contrary contained or implied in the Lease, hereby, Tenant agrees that, except as specifically and expressly provided in Subsection 2(b) below, it will accept possession of each calendar year during the Premises, in an “AS IS, WHERE IS” condition, and that no representations, warranties, or inducements, with respect to any condition of the Premises have been made by Landlord, or its designated representatives, to Tenant, or its designated representatives. In furtherance of the foregoing, Tenant hereby acknowledges that, except as specifically and expressly provided in Subsection 2(b) below, no promises to decorate, alter or improve the Premises either before or after the execution of this Lease Termhave been made to Tenant, Lessee or its designated representatives, by Landlord, or its designated representatives. (b) Provided Tenant is not in default of the Lease, and subject to and upon the terms and conditions set forth herein, Landlord agrees to construct certain improvements (the “ Premises Improvements”) in the Premises at Landlord’s cost and expense in accordance with the plans prepared by M. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ dated June 20, 2007, and attached hereto as Exhibit “A-1” (the “Plans”). Tenant acknowledges and agrees that if Tenant desires any improvements to the Premises Improvements in excess of or different from the Plans (“Changes”), such Changes shall notify Lessor be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld provided the same are not structural in writing nature. Tenant shall be responsible for the costs of such Changes (including, without limitation, design, construction and construction management costs, and any architectural fees, space planning, engineering fees and construction management fees), and of any Improvements that Lessee proposes delays resulting there from, all of which costs shall be payable at the time Tenant authorizes such Changes to make be performed in the Premises (i.e., upon Tenant’s approval of the final working drawings and specifications and/or Tenant’s and Landlord’s approval of any change order in connection with such Changes). Any approval by Landlord of, or consent by Landlord to, the Plans or other items to be submitted to and/or reviewed by Landlord pursuant to this Lease, shall be deemed to be strictly limited to an acknowledgment of approval or consent by Landlord thereto, and such approval or consent shall not constitute the O&M Agreement assumption by Landlord of any responsibility for the accuracy, sufficiency or feasibility of the Plans, and shall not imply any acknowledgment, representation or warranty by Landlord that the design is safe, feasible, structurally sound or will comply with any legal or governmental requirements, and Tenant shall be responsible for all of the same. Subject to the foregoing, Tenant’s occupancy of any portion of the Premises shall be conclusive evidence that Tenant has accepted the Premises and shall be deemed conclusively to establish that Landlord’s construction obligations with respect to the Premises have been completed in accordance with the succeeding calendar yearPlans. Each such notice Ack. No. 013 - Revised 1/06 (c) If Landlord shall includebe delayed in substantially completing Landlord’s construction of the Premises Improvements as a result of: (i) a description the incorporation by Tenant of any non-building standard materials, finishes or installations into the Improvements and work contemplated by the design and material equipment to be used in connection with such ImprovementsPlans; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each Tenant’s Changes to the Plans; (iii) Tenant’s failure to timely furnish any revisions of the Plans in connection with any Changes to the Plans; (iv) Tenant’s failure to pay to Landlord in a timely manner the costs referenced in Subsection 2(b) hereof with respect to any Changes to the Plans; or (v) any other act or omission caused by or on behalf of Tenant, including, without limitation, the breach by Tenant of its obligations under the Lease, as amended hereby (each, a “Tenant Delay”); then Landlord shall not be responsible for any such delays and the Premises Commencement Date shall be accelerated by the number of days of such delay as more particularly set forth in Section 7 above. (d) Tenant hereby appoints ▇▇▇▇▇ ▇▇▇▇▇▇ as the authorized representative of Tenant for purposes of dealing with Landlord with respect to all matters involving, directly or indirectly, the Plans and the Premises Improvements, including, without limitation, any Changes to the Plans (such person hereafter referred to as the “Designated Representative”). Tenant hereby represents and warrants to Landlord that the Designated Representative has the requisite power and authority to deal with Landlord in the manner contemplated herein, and that Tenant shall be bound by the acts and omissions of the Designated Representative. (e) Landlord at its discretion may permit Tenant and its agents to enter the Premises up to two (2) weeks prior to the Lease Commencement Date to prepare the Premises for Tenant’s use and occupancy thereof. Any such permission shall constitute a license only, conditioned upon Tenant’s: (i) working in harmony with Landlord and Landlord’s agents, contractors, workmen, mechanics and suppliers and with other tenants and occupants of the Building; (ii) obtaining in advance Landlord’s reasonable approval of the contractors proposed to be used by Tenant; and (iii) furnishing Landlord with such insurance as Landlord may reasonably require against liabilities which may arise out of such entry. Landlord shall have the expected total right to withdraw such license for any reason upon twenty four (24) hours’ written notice to Tenant. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant’s property or installations in the Premises prior to the Premises Commencement Date. Tenant shall protect, defend, indemnify and monthly capital costs for Lessee to designsave harmless Landlord from all liabilities, engineercosts, procuredamages, permit fees and construct each expenses arising out of the respective Improvementsactivities of Tenant or its agents, contractors, suppliers or workmen in the Premises or the Building. Lessee Any entry and occupation permitted under this Subsection 2(e) shall endeavor to provide to Lessor such additional information with respect to be governed by the Improvements as Lessor may reasonably requestterms of the Lease. (bf) Lessee If Landlord, for any reason whatsoever, cannot deliver possession of the Premises or any portion thereof, to Tenant on or before September 1, 2007, then (A) this Lease shall not be void or voidable, (B) neither party shall be obligated liable to cause to be obtained the other for any Authorizations required to designloss or damage resulting therefrom, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would (C) Tenant shall not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect entitled to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment compensation, consolation, consideration, replacement of such space, or any or remedy from or against Landlord by reason of such failure or inability to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each take possession of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each Premises Area or any portion thereof except as otherwise expressly set forth in Section 7 of the ImprovementsLease. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. Except with respect to: (a) No later than September 1st the work contemplated in the Development Agreement, (b) emergency repairs, (c) interior alterations or minor repairs that are non-structural in nature, do not alter mechanical or electrical systems, and do not materially alter the external appearance or view of each calendar year during the Lease Termany improvements, and (d) routine maintenance work, Lessee shall notify Lessor in writing not at any time during the term construct, place, maintain, or install on the Premises any building, structure, or improvement of any Improvements that Lessee proposes kind and description except with the prior written approval of Lessor. When the approval of the Lessor is required, such approval may be subject to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall includethose conditions Lessor may reasonably impose, including, without limitation: (i) a description of the Improvements requirement that Lessee only use licensed contractors, subcontractors, materials, mechanics, and the design and material equipment to be used in connection with such Improvements; materialmen approved by Lessor, (ii) a proposed timeline for designingthe requirement that Lessee only use certain materials or types of construction, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total requirement that Lessee provide evidence satisfactory to Lessor that there are funds available and monthly capital costs committed to Lessee sufficient to pay for Lessee to design, engineer, procure, permit and construct each one hundred percent (100%) of the respective Improvementstotal hard costs and one hundred percent (100%) of any other indirect or “soft costs” associated with such work. Lessee shall endeavor to provide to reimburse Lessor, as Additional Rent, for any costs and expenses incurred by Lessor in connection with such additional information improvement work, including, without limitation, any costs incurred in connection with respect Lessor’s review and/or approval of such work (whether internal or related to the Improvements engagement of third parties). Additionally, ▇▇▇▇▇▇ shall not commence construction of any improvement to the Premises at a cost of more than $25,000.00 without first obtaining and depositing with Lessor performance and labor and material payment bonds naming Lessor and the State of Hawaii as Lessor may reasonably request. (b) Lessee additional obligees with a responsible surety authorized to do business in the State of Hawaii, which bonds shall guarantee completion of such construction in accordance with the contract therefor free and clear of all mechanics’ and materialmen’s liens and shall be obligated in a penal sum not less than 100% of the cost of such construction. Neither Lessor’s approval nor the approval of any architect or engineer engaged by Lessor of any plans or specifications reviewed by Lessor or such architect or engineer pursuant to cause to be obtained the provisions of this Lease, or of the construction of any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancementsshall be deemed a warranty or other representation by Lessor that such plans or specifications or the construction of the improvements are legal, modificationsstructurally safe or sound, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the adequate for Lessee’s senior unsecured indebtedness is rated at least Investment Gradeuse. Lessee shall advise Lessor as to: (i) own these improvements until the final design and material equipment to be used in connection with expiration or earlier termination of this Lease, at which time the Improvements; (ii) ownership shall, at the final timeline for designingoption of Lessor, engineering, procuring, permitting and constructing each become the property of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any ImprovementsLessor, or otherwise is unable to do soupon written notice by Lessor shall be removed by Lessee, Lessee may makeat its sole cost and expense, or cause to be made, any such Improvementsas set forth in Section 28 below.

Improvements. (a) No later than September 1st Tenant shall be entitled to construct Improvements in the Premises, the construction of each calendar year during the Lease Term, Lessee which shall notify Lessor in writing of any Improvements that Lessee proposes to make be pursuant to the O&M Agreement terms and conditions of the Tenant Work Letter attached hereto as Exhibit “A.” In the event Tenant desires to utilize all or any portion of the Additional Allowance, Tenant shall, within thirty (30) days prior to the performance of any work involving such Additional Allowance (i.e., the Improvements in substantial conformity with the Preliminary Space Plan and the other Construction Drawings with respect thereto), provide Landlord with written notice of the amount of the Additional Allowance that Tenant elects to utilize and Tenant shall deliver to Landlord the Letter of Credit described in Section 5 below. In the event Tenant elects to not utilize the Additional Allowance described in Exhibit “A”, then Tenant shall, within thirty (30) days prior to performing any such Improvements in the succeeding calendar year. Each such notice shall include: Premises (ii.e., the Improvements in substantial conformity with the Preliminary Space Plan and the other Construction Drawings with respect thereto), either (1) obtain a description lien and completion bond in an amount determined by Landlord to be sufficient to ensure the complete and lien free completion of the Improvements in substantial conformity with the Preliminary Space Plan (and such other Construction Drawings) (and in a form approved by Landlord) or (2) deposit an amount equal to the total costs of the design and material equipment construction of the Improvements in substantial conformity with the Preliminary Space Plan (and such other Construction Drawings) in a sole order escrow with an escrow company selected by Landlord for the sole benefit of Landlord pursuant to escrow instructions directing the escrow holder to make progress payments during the construction process (acceptable to Landlord in Landlord’s sole and absolute (but good faith) discretion) which will provide, among other things, that Landlord will have the unilateral right to direct the disposition of the funds for the costs of such Improvements and Tenant shall have no right to contest the same. Regardless of which of the two (2) options above are selected by Tenant, the lien and completion bond or the escrow account will not include the Tenant Improvement Allowance, but will be based on all amounts over such Tenant Improvement Allowance to be used in connection with paid by Tenant directly. Upon completion of such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting Improvements and constructing each reasonable proof of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned payment by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be madeTenant, any funds remaining in such Improvementsescrow account, together with all accrued interest thereon, will be returned to Tenant and Landlord agrees to execute commercially reasonable documents required by the escrow holder to effectuate the foregoing.

Improvements. (a) No later than September 1st of each calendar year It is understood and agreed by Tenant that any anti all leasehold improvements made to the Premises by Tenant prior to or during the Lease Term, Lessee or any extensions thereof, shall notify Lessor be made by a contractor reasonably approved by Landlord. Landlord hereby approves ▇▇▇▇▇▇ Construction as Tenant’s contractor for construction of Tenant’s Work as set forth in writing Exhibit B hereof. In the event Tenant should employ a contractor other than ▇▇▇▇▇▇ Construction or Landlord’s contractor, it is expressly understood and agreed that Tenant shall first obtain the Landlord’s written approval of the Tenant’s contractor and the terns of the contract. Landlord may require Tenant or Tenant’s contractor to provide Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1-1/2) times the estimated cost of such improvements to insure Landlord against any Improvements liability for mechanics’ and materialmen’s liens and to insure completion of the work, only if such bond is required by Landlord’s lender. Provided this Lease has not been subject to a Transfer (as defined in Article XV) Landlord’s prior written consent will not be necessary for any minor interior non-structural alteration, addition, or improvement that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of does not involve the Improvements and the design and material equipment to be used in connection with such Improvementsstorefront, exterior doors, or windows; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each in not visible from outside of the ImprovementsPremises; (iii) is not located outside of the premises; (iv) does not adversely affect the operation of the HVAC, plumbing, fire sprinkler, electric, water, or sewer systems of the Premises, building, or Shopping Center; or (v) does not include any of Tenant’s initial alterations, additions, fixtures, and/or improvements which shall require Landlord’s prior approval as provided in this Lease. Such minor interior non-structural alteration, addition, or improvement shall further be subject to tile following (a) shall cost less than Ten Thousand and No/100 Dollars ($10,000.00), including labor and materials; (b) shall not change the general character of the Premises or reduce the fair market value of the Premises below its fair market value prior to the alteration, addition, or improvement; (c) shall be made with due diligence, in a good and workmanlike manner, and in compliance with all applicable laws and ordinances; (d) shall be promptly and fully paid for by Tenant; and (iiie) shall if reasonably necessary as determined by Landlord be made under the expected total supervision of an architect or engineer reasonably satisfactory to Landlord and monthly capital costs for Lessee in accordance with plans and specifications and cost estimates approved by Landlord. Landlord may designate a supervising architect to designassure compliance with the provisions of this paragraph, engineeranti if it does, procureTenant will pay the supervising architect’s charges. Promptly after the completion of any alteration, permit and construct each addition, or improvement, Tenant will give Landlord a copy o f “as built” drawings of the respective Improvementsalteration, addition, or improvement. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to designAll alterations, engineeradditions, procurefixtures, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancementswhether temporary or permanent in character, modificationstrade in or upon the Premises by Tenant, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as will immediately become Landlord’s property and, at the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each end of the ImprovementsTerm of this Lease, will remain out the Premises without compensation to Tenant. Prior to commencing any such interior non­structural alteration, addition, or improvement, Tenant shall provide not less than ten (10) days prior written notice to Landlord describing the contemplated work; and (iii) the total capital costs estimated costs; name, address, telephone number, contractor license, and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost insurance information of any Improvements, persons or otherwise is unable to do so, Lessee may make, or cause to be made, any firms performing such Improvementswork.

Improvements. Landlord agrees to perform, at Landlord's expense (aexcept as hereinafter provided), the work ("Landlord's Work") No later within the Premises described in or shown on, and substantially in accordance with, the Construction Drawings. Tenant shall, at its expense (except as provided in the next sentence), prepare the construction drawings (the "Construction Drawings") for Landlord's Work. Provided that Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods and shall have taken occupancy of the Premises for business, Landlord shall reimburse Tenant up to $55,908.17 (the "Plan Allowance") for the architectural and engineering fees incurred by Tenant in preparing the Construction Drawings, such reimbursement to be made within thirty (30) days of Landlord's receipt of a reasonably detailed invoice from Tenant describing such fees. The Construction Drawings shall be subject to Landlord's approval; and Landlord shall have the right, by notice to Tenant at or prior to the time of its approval of the Construction Drawings, to modify the Estimated Substantial Completion Date based upon the nature of the work shown on the Construction Drawings. Tenant agrees that the Construction Drawings shall be prepared in a diligent and efficient manner so that Landlord's final approval thereof is obtained by March 15, 1998. Tenant acknowledges and agrees that the general contractor for Landlord's Work shall be B▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & E▇▇▇▇▇ Inc. ("BB&E"). The general contractor's fee to be charged by BB&E shall not exceed three (3%) percent of the aggregate costs of Landlord's Work; and the general conditions component of the costs of Landlord's Work shall not comprise more than September 1st six (6%) percent of the aggregate costs of Landlord's Work. Landlord agrees to require BB&E to obtain, to the extent reasonably obtainable, bids from no more than five (5) and no less than three (3) subcontractors for all trades necessary to complete Landlord's Work. All subcontractor bids shall be subject to Tenant's approval. If Tenant fails to respond to a request for approval of a subcontractor bid within three (3) business days of Landlord's request therefor, such approval shall be deemed given. Landlord agrees to undertake construction of the Premises in accordance with the provisions hereof in a good and workmanlike fashion and in compliance with applicable codes. Without limiting the foregoing, Landlord shall, at its expense (in addition to the Plan Allowance and Landlord's Contribution, as hereinafter defined), cause the restrooms on each calendar year during floor of the Lease TermPremises to comply with the ADA as in effect on the date hereof. Tenant's vendors and contractors shall be permitted entry to the Premises prior to the Term Commencement Date for the installation of Tenant's equipment and furnishings (including cabling and wiring) and the performance of such other work as Tenant may desire (subject to the provisions of Section 5.5 hereof), Lessee provided that such installation and other work shall not unreasonably interfere with the performance of Landlord's Work. Landlord shall use reasonable efforts to coordinate and schedule Landlord's Work so that Tenant may perform its work on a floor-by-floor basis. In the event that Tenant shall request and Landlord shall approve supplementary plans or specifications or work or changes to the Construction Drawings, then Landlord shall render to Tenant an estimate of the additional cost of such plans or specifications, work or changes and (unless such cost, when added to the other costs of Landlord's Work, will not exceed Landlord's Contribution) Tenant shall pay such amount to Landlord prior to Landlord having any obligation to undertake any such work; provided, however, that Tenant shall be responsible for any delays in the performance or substantial completion of Landlord's Work on account of any such supplementary plans or specifications, work or changes requested by Tenant. Landlord shall notify Lessor in writing Tenant of any Improvements that Lessee proposes such delays, and of any delays caused by any change order requests initiated by Landlord, promptly upon Landlord becoming aware of the same. The costs and expenses to prepare any supplementary plans or specifications or to make pursuant any changes to the O&M Agreement in Construction Drawings shall be Tenant's responsibility. Landlord shall respond to any request for approval under this paragraph within three (3) business days of Tenant's written request therefor; and if Landlord fails to respond within such three (3) business day period, Landlord's approval of the succeeding calendar yearsupplementary plans or specifications or work or the changes to the Construction Drawings shall be deemed given. Each such notice Landlord shall contribute $17.50 per square foot of rentable area of the Premises ("Landlord's Contribution") towards the costs of Landlord's Work, which costs shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineeringwithout limitation, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital demolition costs and the monthly capital costs, if any, incurred by Landlord to engage an architect or engineer to review the Construction Drawings to determine their compliance with the ADA. Tenant shall reimburse Landlord for all costs required of Landlord's Work in excess of Landlord's Contribution within thirty (30) days of billing(s) from time to designtime (whether before or after the Term Commencement Date) therefor (accompanied by documentation supporting such excess costs). If Landlord's Contribution exceeds the costs of Landlord's Work and Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods, engineersuch excess shall, procureat Tenant's election, permit and construct each be paid by Landlord to Tenant within thirty (30) days of the ImprovementsTenant's notice to Landlord of such election or be credited against Tenant's obligation to pay Base Rent until such excess is reduced to zero. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during 3.1 In connection with obtaining the Lease Termnecessary governmental approvals to construct the Improvements, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes the Developer has and will continue to make pursuant prepare engineering plans and drawings. Those engineering plans and drawings, after they have been approved by the applicable governmental agency, will be submitted to the O&M Agreement in municipal engineer and/or the succeeding calendar yearwater and sewer engineer, as applicable, for Barnegat Township (collectively the "Municipal Engineer") and shall thereafter be incorporated into and made a part of this Agreement. Each such notice (the "Approved Plans") Thereafter the Developer shall include: (i) a description of construct the Improvements in accordance with the Approved Plans. 3.2 The parties acknowledge that the Order specifically, and subject to certain terms and conditions, requires the design Developer to obtain all necessary governmental approvals for and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each then construct certain of the Improvements; and (iii) the expected total and monthly capital costs for Lessee , which Improvements include but are not necessarily limited to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment construction of a new force main from the west side of the Garden State Parkway to be used the Barnegat Boulevard Gravity Sanitary System more particularity described in connection with paragraph 10 of the ImprovementsOrder; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each construction of the ImprovementsBarnegat Boulevard interceptor sanitary sewer from West Bay Avenue to the existing phase one interceptor located north of Rose Hill Road, as more particularly described in paragraph 12 of the Order; and and, (iii) the total capital costs implementation of certain repairs to the Barnegat Boulevard/South gravity sewer infrastructure servicing the Settlers Landing Housing Project as more particularly described in paragraph 8 of the Order (the "Ordered Improvements"). The Developer will obtain all necessary governmental approvals for and then construct the Ordered Improvements in accordance with the terms and conditions set forth in the Order and this Agreement. 3.3 The parties acknowledge that in order to avoid unnecessary and duplicative costs, certain lot improvements necessary to obtain a Certificate of Occupancy for a single-family home, should be completed in connection with the construction of that home and not in connection with the installation and construction of the overall Improvements by the Developer. Consequently, and notwithstanding anything to the contrary, the following improvements shall be completed by the owner of any Lot seeking to construct a single-family home thereon (whether the Developer or its affiliates or the Independent Lot Owners): (i) concrete sidewalk, if required, across the length and frontage of each Lot in accordance with Township standards; (ii) lot grading within the boundaries of each Lot in accordance with the overall Grading Plan (as hereinafter defined) to be included as part of the Approved Plans; (iii) concrete driveway aprons and (iv) all street trees and other landscaping reflected on the Approved Plans in the public right of way immediately adjacent to that particular Lot (collectively the "Lot Improvements"). The Lot Improvements shall be completed prior to the issuance of a certificate of occupancy for any single-family home on a Lot. The Lot Improvements shall be constructed and installed in accordance with Township standards and all other applicable local, county, state and federal laws, statutes, rules, regulations, and ordinances. 3.3.1 In order to assure consistent grading and soil conservation measures, the Developer will prepare, as part of the Approved Plans, a grading plan (the "Grading Plan") for each Phase of the Improvements it constructs and installs. The Grading Plan shall be subject to the review and approval of the Municipal Engineer and the monthly capital costs required Township Committee as well as any and all other governmental agencies having jurisdiction, including but not limited to designthe Ocean County Soil Conservation District. The Developer will be responsible to install all the Improvements and to grade the Road Beds in accordance with the Grading Plan. The owner of each Lot shall have the obligation, engineer, procure, permit and construct each as part of the Lot Improvements, to grade each Lot and install sidewalk in accordance with the Grading Plan and provide appropriate storm water management systems in accordance with the Grading Plan and as reviewed and approved in accordance with the MLUL and the LDO to accommodate increased storm runoff generated by the Lot Improvements. Prior to the issuance of a Certificate of Occupancy, the Municipal Engineer shall inspect the final grading and storm water management system installed on each Lot and shall certify compliance with the Grading Plan and other approved plans. (d) If Lessor does 3.4 Except as otherwise set forth herein the Developer will maintain the Improvements until accepted for dedication by the Township. Notwithstanding the above, the Township shall not be responsible to plow the snow from any streets until after the top course of paving has been installed. It shall also be the Township's obligation to assume the obligation for the payment of street lighting as required by NJSA 40:55D-53.6. 3.5 The Improvements shall, at all times, be installed and constructed in accordance with all local, county, state and federal laws, statutes, regulations and ordinances. The Improvements shall be installed in a good and workmanlike fashion. The Developer, its successors and assigns, agree to fund indemnify and hold the cost of any ImprovementsTownship, or otherwise is unable to do soits elected officials, Lessee may makeemployees, or cause to be madeprofessionals, agents, servants, successors and assigns, harmless from and against, any and all claims, actions, liability, and expenses in connection with injury or loss of life to person or damage to property arising from the Developer's performance of its obligations under this Agreement; provided that, such Improvementsindemnification shall not apply to the negligence or intentional misconduct of the Township, its agents, servants, contractors, employees or representatives.

Improvements. A. No alteration or improvements shall be made to the Subleased Premises, except in accordance with the Master Lease and with the prior written consent of both Master Lessor and Sublessor (except to the extent consent is not required pursuant to Section 8.1 of the Master Lease, as incorporated herein). B. The parties acknowledge that the Master Lease provides an Improvement Allowance pursuant to the terms of Exhibit B thereto (the “Work Letter”) for Sublessor to perform Improvements (as defined in the Work Letter) in the Premises, which Sublessor is obligated under Section 2.1 of the Master Lease to use commercially reasonable efforts to substantially complete in each Phase within three (3) months of the Lease Commencement Date (as defined in the Master Lease) as to such Phase. Sublessor shall have the right to perform the Improvements in the Premises, including portions occupied by Sublessee, provided Sublessor uses commercially reasonable efforts not to unreasonably interfere with Sublessee’s use of the Subleased Premises. Sublessee shall cooperate reasonably with Sublessor’s construction efforts, which may require Sublessee to temporarily vacate portions of the Subleased Premises; provided, however, that (a) No later Sublessor shall provide Sublessee with not less than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing thirty (30) days prior written notice of any Improvements that Lessee proposes need to make pursuant vacate a portion of the Subleased Premises (such portion being referred to as a “Vacated Area”), (b) Rent hereunder shall be abated on a day for day basis with respect to the O&M Agreement Vacated Area (on a pro rata basis) for each day Sublessee is required to vacate, (c) in no event shall a Vacated Area comprise more than fifty percent (50%) of one (1) floor of the succeeding calendar yearSubleased Premises at any given time and (d) in no event shall Sublessee be required to vacate a Vacated Area for more than fourteen (14) consecutive days. Each On or prior to February 1, 2017, Sublessor shall provide Sublessee with a scope of work which shall set forth Sublessor’s proposed Improvements, including any finishes to the Improvements (i.e., paint color and carpet samples) (the “Scope of Work”). On or prior to May 1, 2017, Sublessor shall provide Sublessee with a proposed schedule for completion of the Improvements (the “Schedule”) which Schedule shall reflect completion of the Improvements to each floor of the Subleased Premises by the date which is three (3) months following the applicable Delivery Date for a floor as reasonable estimated at the time of delivery of such notice Schedule. Sublessee shall include: review the Scope of Work and the Schedule and provide any comments thereto within fifteen C. Upon commencement of the Improvements, Sublessor shall use commercially reasonable efforts to substantially complete the Improvements in accordance with the approved Scope of Work and Schedule. If Sublessor fails to substantially complete any of the Improvements within five (5) months of the Phase I Delivery Date with respect to the Phase I Premises, and within five (5) months of the Phase II Delivery Date with respect to the Phase II Premises (each, a “Phase Outside Date”), the Base Rent for the floor or floors within such phase on which any such Improvements are not substantially completed shall be abated on a day for day basis from the applicable Phase Outside Date until the date on which such Improvements are substantially completed as to such floor. The applicable Phase Outside Date shall be extended by one (1) day for each day of delay resulting from (i) a description Force Majeure Delay as defined in Section 5.1 of the Work Letter, (ii) a Landlord Caused Delay as defined in Section 5.1 of the Work Letter or (ii) actual delays to the extent resulting from: (x) the failure of Sublessee to timely approve the finishes and cosmetic changes set forth in the Scope of Work or (y) interference (when judged in accordance with industry custom and practice) by Sublessee or Sublessee’s agents, employees or contractors with the substantial completion of the Improvements and which objectively preclude or delay the design construction of the Improvements in the Subleased Premises, which interference relates to access by Sublessor, or Sublessor’s Contractor (as defined in the Work Letter), subcontractors, laborers, materialmen and material equipment to be suppliers used by Sublessor in connection with such Improvements; the Improvements (iicollectively, “Sublessor’s Agents”) a proposed timeline for designingto the Subleased Premises. Sublessor shall promptly and diligently proceed to fully complete any punch list items. Sublessee and/or its agents shall receive prior notice of, engineeringand shall have the right to attend (or participate telephonically in), procuring, permitting most meetings of Sublessor with its architect and constructing each contractor with respect to performance and completion of the Improvements; and (iii) the expected total and monthly capital costs for Lessee . Prior to design, engineer, procure, permit and construct each commencing construction of the respective Improvements, Sublessor shall provide Sublessee with certificates of insurance which shall evidence Sublessor’s and Sublessor’s Agents’ compliance with the insurance required to be carried by Sublessor and Sublessor’s Agents pursuant to Section 4.2.2.4.1 of the Work Letter and the public liability insurance required thereunder shall name Sublessee as an additional insured. Lessee Sublessee shall endeavor to provide to Lessor such additional information not be liable for payment of any costs or expenses with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series except to the extent due to the negligence or willful misconduct of renewalsSublessee or its agents, replacements, improvements, enhancements, modifications, alterations employees or additions any one contractors or a number Sublessee’s violation of which would not be of sufficient cost to mandate PSCW oversightthis Sublease. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st Tenant agrees to accept the Premises in the condition existing as of each calendar year during the Lease Term, Lessee shall notify Lessor in writing date of any Improvements that Lessee proposes to make pursuant this Lease. Landlord represents to the O&M Agreement in the succeeding calendar year. Each such notice shall include: best of its knowledge, that (i) a description it has no knowledge of any material defect at or to the Improvements and the design and material equipment to be used in connection with such Improvements; Premises, (ii) a proposed timeline for designingthat the heating, engineering, procuring, permitting ventilation and constructing each air-conditioning system is operating properly as of the Improvements; date hereof, and (iii) that the expected total Premises are in compliance with all applicable codes as of the date of the Commencement of the Term of this Lease and monthly capital that the space is habitable for the purposes intended for Tenant, (iv) that the exterior of the Premises (including the parking area and sidewalks are in compliance with the Americans With Disabilities Act. If there are any initial changes to be made by Landlord or Tenant (with Landlord's prior written approval), such changes, together with the estimated and allocated costs for Lessee such changes, shall be set forth in Exhibit B, Up-fit Improvements, to designbe initialed by both Landlord and Tenant. Unless expressly stated in Exhibit B to the contrary, engineer, procure, permit and construct each Tenant shall be responsible for the cost of the respective Up-fit improvements and agrees to pay Landlord or its designee a charge of ten thousand and No/100 Dollars ($10,000.00) for construction consulting services, including, without limitation, the reviewing of plans and specifications, and the inspecting and coordinating of construction. This charge is payable not later than thirty (30) days after completion of the Up-fit Improvements. Lessee shall endeavor to provide to Lessor such additional information Landlord or Landlord's agents have made no representations or promises with respect to the Improvements Premises or the Building except as Lessor may reasonably request. (b) Lessee expressly set forth herein. The taking of possession of the Premises by Tenant shall be obligated to cause to be obtained conclusive evidence as against Tenant, that Tenant accepts the same "as is" and "where is" and that the Premises and Building were in good condition at the time when possession was taken by Tenant. Landlord may at any Authorizations required to designtime construct additional buildings or improvements in any part of the common areas, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated same does not materially interfere with Tenant's use and operation at least Investment Gradethe Premises, and may remodel or remove the Building or any existing building in any part of the common areas. Lessee shall advise Lessor as to: (i) Any sidewall of the final design and material equipment to Premises may be used by Landlord as a "party wall" for other buildings or improvements. However, in connection with the Improvements; (ii) the final timeline for designingLandlord's construction of any additional buildings or improvements, engineering, procuring, permitting Landlord shall not unreasonably interfere with Tenant's use and constructing each occupancy of the ImprovementsPremises or impair Tenant's rights under this Lease. For any improvements or alterations made at the Premises, Tenant shall have the right to select and hire its own contractor, provided that Landlord reasonably approve said contractor and all plans and specifications for such improvements and alterations. For minor future improvements, there will be no construction management fee; and (iii) for significant improvements made by Tenant, the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvementsconstruction management fee will be negotiated. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. Tenant acknowledges and agrees that (a) No later than September 1st Suite 230 is in the condition described on Attachment 1 to the Work Letter Agreement attached to the Original Lease as Exhibit “C” and all Base Building work (as defined in Paragraph 1 of each calendar year during the Work Letter Agreement) with respect to Suite 230 has been completed, (b) Suite 230 has been or will be accepted by Tenant in its “AS IS” condition on the date Landlord delivers possession of Suite 230 to Tenant as described in Paragraph 3 above, without any obligation on Landlord’s part to construct, or provide an improvement allowance or otherwise pay for, any tenant improvements or alterations for Suite 230, except for the Leasehold Improvement Allowance to be provided by Landlord as described in Paragraph 7(d)(ii) below, and (c) Tenant shall, at its expense (subject to Landlord’s contribution of such Leasehold Improvement Allowance) be solely responsible for constructing all alterations and improvements for Suite 230 in accordance with the applicable terms and conditions of the Work Letter Agreement attached to the Original Lease Termas Exhibit “C” with the following modifications: (i) Tenant shall be required to deliver to Landlord for Landlord’s approval the Tenant’s Design Development Drawings for Suite 230 prior to the date Tenant commences construction of the Aggregate Improvements for Suite 230, Lessee shall notify Lessor in writing and Landlord will have three (3) days after receipt of any Improvements that Lessee proposes the Design Development Drawings to make approve them or advise Tenant of Landlord’s reasonable revisions therefor pursuant to the O&M Agreement procedures set forth in the succeeding calendar year. Each such notice shall include: (i) a description Section 2.1 of Exhibit “C” of the Improvements and the design and material equipment to be used in connection with such Improvements; Original Lease; (ii) a proposed timeline the Leasehold Improvement Allowance to be provided by Landlord for designing, engineering, procuring, permitting and constructing each of the ImprovementsSuite 230 shall be equal to $15.00 per rentable square foot within Suite 230; and and (iii) the expected total Sections 5.2 and monthly capital costs for Lessee to design, engineer, procure, permit and construct each 5.4 of Exhibit “C” of the respective Improvements. Lessee Original Lease shall endeavor to provide to Lessor such additional information not apply with respect to the construction of such Aggregate Improvements as Lessor may reasonably requestfor Suite 230. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during Certain improvements shall be constructed in the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant Premises according to the O&M Agreement space plan attached hereto as Exhibit B (the "Space Improvements") for the purpose of initially preparing the Premises for occupancy by Tenant, all to be paid for as provided in subsection (B) of this section below. Such Space Improvements shall be constructed by Tenant and in accordance with the succeeding calendar year. Each such notice shall include: following procedures: (i) a description Tenant will engage an architect to prepare plans and specifications of the Space Improvements who shall be reasonably approved by Landlord. Such plans and specifications shall be submitted to Landlord within twenty-one (21) days after the design date hereof, and material equipment Landlord shall review and either approve or notify Tenant of proposed changes thereto within seven (7) days after receiving same. If no response is forthcoming from Landlord within this seven (7) day period, such plans shall be deemed approved. Tenant shall make any changes to be used in connection with such Improvements; plans reasonably (and timely) requested by Landlord and necessary to make the plans and specifications conform to Exhibit B. (ii) Promptly after the plans and specifications have been finalized, Tenant shall solicit bids and enter into written contracts with a proposed timeline contractor or contractors for designingthe construction of such improvements and with other professionals for appropriate services in connection therewith. The contractor(s) and professional(s) so engaged by Tenant, engineeringand the respective contracts between such parties and Tenant, procuringshall be subject to Landlord's prior written approval which shall not be unreasonably withheld. Additionally, permitting each of Tenant's contract(s) with contractor(s) shall provide for, at minimum, a retainage or holdback of 10% of the total cost of the contract until completion of the work and the submittal of final lien waivers. (iii) Prior to commencing construction, Tenant shall obtain all building and other permits or licenses required by law for the work, and promptly after completion of such work, Tenant shall procure a certificate of occupancy (or other customary occupancy permits issued by the Village of Schaumburg) for the Premises from the applicable governmental authorities. (iv) All such construction shall be overseen by Landlord through its construction manager, whose services shall be paid for by Landlord. Tenant shall at all times permit Landlord and its construction manager to inspect the Premises and the Tenant's improvement work during construction. (v) Landlord and its agents and contractors shall have the right to enter the Premises prior to the Commencement Date for purposes of installing and constructing each a fire sprinkler system throughout the Premises and a handicap accessible uni-sex restroom in the Premises, provided that in doing so such parties shall not interfere with Tenant or its contractors constructing the Space Improvements. The Commencement Date shall not be deemed to occur upon such entry unless Tenant begins commencing its normal business operations within the Premises. (b) All costs and expenses of designing and constructing the Space Improvements described in subsection (A) above shall be paid as follows: (i) Landlord shall provide and pay an allowance (the "Allowance") of $17.00 per square foot of the Premises towards (i) the costs of designing the space plan in Exhibit B and all of the plans and specifications for the Space Improvements; , architect's fees and engineer's fees, (ii) the cost of demolishing any existing improvements in the Premises, and (iii) the expected total costs of constructing the Space Improvements, including but not limited to all fees, costs and monthly capital expenses paid under construction contracts and subcontracts, construction managers' fees, costs for Lessee and expenses, the costs of materials, supplies, permits and other item, and any other out-of-pocket expenditures incurred in any connection with such construction. Tenant may convert up to design, engineer, procure, permit and construct each $5.00 of the respective ImprovementsAllowance for permanent, non-personal items, including but not limited to cabling or communication installment costs, or moving costs; provided, however, that such amount may not be-converted to cash or used to pay any Base Rent, Operating Expenses or Real Estate Taxes. Lessee Tenant shall endeavor to provide to Lessor such additional information with respect to pay any and all costs of designing and constructing the Space Improvements as Lessor may reasonably requestwhich are in excess of the Allowance. (ii) Tenant shall pay all amounts by which the total costs of designing and constructing the Space Improvements exceeds the Allowance. (iii) Landlord shall disburse the Allowance in portions (but not more frequently than once every fourteen (14) days) to pay for completed work, and to either (i) Tenant upon presentation of proof of payment by Tenant to the professionals, contractors or other parties perform work, or (ii) directly to the professionals, contractors and other parties performing the work, upon presentation for each disbursement of (a) a requisition substantially in form the form of AIA Requisition Forms G702 and G703, including a description of all completed work for which payment is requested, the amount requested with a breakdown by each trade comprising the work and the percentage of the entire project completed after taking into account all such work (b) Lessee an owner's sworn statement and contractors' sworn statements in form satisfying all statutory requirements and (c) partial lien waivers from all parties for whom such payment is requested releasing all liens which may arise on account of the work performed by such parties to the date of the request for payment. Withheld from each disbursement shall be obligated to cause the applicable retainage, not to be obtained any Authorizations less than 10% as provided as provided hereinabove, which retainage shall be paid and disbursed upon (i) completion of the Space Improvements as required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be by the applicable if contracts - (ii) delivery of unconditional final lien waivers as described above for all work comprising the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations and (iii)- issuance of a certificate of occupancy or additions any one or a number other applicable approval by the local authorities permitting occupancy of which would not be of sufficient cost to mandate PSCW oversightthe Premises by Tenant for business. (c) Lessor Tenant shall finance all capital costs with respect use commercially reasonable efforts to complete such improvements on or before June 1, 1999, but Tenant shall have no liability to the Landlord hereunder (for a period of time up to ninety (90) days) if prevented from doing so due to strike or other labor troubles, governmental restrictions, failure or shortage of utility service, national or local emergency, accident, flood, fire or other casualty, adverse weather condition, other act of God, inability to obtain a building permit or a certificate of occupancy, or any Improvement so long as other cause beyond the Lessee’s senior unsecured indebtedness Tenant's reasonable control. In such event, the Commencement Date and Expiration Dates shall be postponed for a period equaling the length of such delay or, if the delay continues for ninety (90) days, for ninety (90) days, whichever date is rated at least Investment Gradeearlier. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used However, if any delay in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each completion of the Improvements; and Space Improvements or in delivering possession of the Premises to Tenant are caused by Landlord, including but not limited to failure of Landlord to timely respond to submissions by Tenant under subsection (iiiA) of this section above, the total capital costs Commencement Date and the monthly capital costs required Expiration Date shall be postponed for a period equaling the length of such delay and Tenant shall receive a rent abatement, following the Commencement Date, equal to design, engineer, procure, permit and construct each the number of the Improvementsdays of such delay. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. 5.1 Owner owns a portion of the Land and intends to construct or cause to be constructed the Improvements on the Land and to locate Tangible Personal Property at such Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land or to locate Tangible Personal Property thereat, but said actions are conditions precedent to tax abatement pursuant to this Agreement. 5.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to delays resulting from one or more events of Force Majeure and/or an uncured breach of a Related Agreement by City, to cause Completion of Construction of the Improvements on or before January 31, 2026, in phases as set forth below: (a) No later than September 1st By December 31, 2023 - Owner will cause Completion of each calendar year during the Lease Term, Lessee shall notify Lessor in writing Construction of any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description minimum of the Improvements and the design and material equipment to be used in connection with such 2,500,000 square feet of Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request.; (b) Lessee shall be obligated to By December 31, 2024 - Owner will cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by Completion of Construction of a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight minimum of an additional 800,000 square feet of Improvements, including by dividing an Improvement into a series totaling 3,300,000 square feet of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight.Improvements; (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the By December 31, 2025 - Owner will cause Completion of Construction of an additional 2,000,000 square feet of Improvements, totaling 5,300,000 square feet of Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements.and (d) If Lessor does not agree By January 31, 2026 - Owner will cause Completion of Construction of a minimum of an additional 700,000 square feet of Improvements, totaling 6 million square feet of Improvements. 5.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to fund be incorporated by reference herein and made a part hereof for all purposes. 5.4 Owner agrees to maintain the cost Improvements during the Term of this Agreement in accordance with all applicable state and local laws, codes, and regulations in all material respects, or shall diligently pursue the cure of any Improvementsmaterial non-compliance. 5.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to ensure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvementsvalid waiver thereof).

Improvements. Landlord, at Landlord’s own expense and using materials consistent with the minimum standards of the Building (or as otherwise determined by Landlord), will make certain improvements to the Leased Premises consisting of (a) No later than September 1st painting the Leased Premises, (b) installing new carpet in the Leased Premises (c) repairing the kitchenette and training room area in the Leased Premises, (d) removal of each calendar year during unused “high voltage” wiring in the Lease Termceiling of the Leased Premises, Lessee shall notify Lessor (e) constructing a (10x12) server/tel/data room with 2.5 tons of supplemental cooling, and perforating other improvements as are more fully set forth in writing of any Improvements that Lessee proposes to make pursuant the plans and drawings attached hereto and made a part hereof as Exhibit “B” (the “Improvements”). Subject to the O&M Agreement “Force Majeure” provisions in Section 31(g) hereof and the succeeding calendar year“Tenant Delay” provisions in Section 32 hereof, Landlord will use commercially reasonable efforts to Substantially Complete (as defined herein) the Improvements in a good and workmanlike manner, and in accordance with all applicable building codes, prior to September 1, 2007 (the “Original Completion Deadline”), Landlord will apply for any necessary building permit for the Improvements as soon as is reasonably possible after full execution of this Lease, and shall make all reasonable efforts to obtain such permit hi a timely manner. Each “Substantial completion” or “substantially completed” or words of similar import means that the work in question has been sufficiently completed such notice that it is suitable for its intended purpose. The issuance of an occupancy permit shall include: (i) a description be conclusive evidence of the Substantial Completion of the Improvements required hereunder. Tenant will have the right to inspect the Leased Premises and to prepare and submit to Landlord prior to the design and material equipment to be used Commencement Date of this Lease a punch list of any incomplete work included in connection with the Improvements. Landlord .shall complete such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each work as is detailed on said punch list as soon as reasonably practicable after receipt of same. Tenant’s occupancy of the Improvements; and (iii) Leased Premises shall be deemed a conclusive presumption that, except as to items listed on a punch list, all Improvements have been made in accordance with the expected total and monthly capital costs terms of this Lease. If for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to any reason Landlord does not complete the Improvements as Lessor may reasonably request. (b) Lessee on or before the Original Completion Deadline, the validity of this Lease shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor impaired nor shall finance all capital costs with respect Landlord be subject to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline liability for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvementssuch failure. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. Within sixty (a60) No later than September 1st days after the execution of each calendar year during this Fourth Amendment, Tenant shall submit to Landlord for approval a detailed space plan ("Space Plan") for the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant improvements to the O&M Agreement in New Premises which shall include without limitation, the succeeding calendar yearlocation of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements. Each such notice shall include: (i) a description of the Improvements The Space Plan and the design and material equipment to be used in connection with such Improvements; Construction Drawings (iias defined below) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Architect”). Landlord agrees to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct cooperate with Tenant and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final its design and material equipment to be used representatives in connection with the Improvements; preparation of the Space Plan. Within ten (10) business days after receipt by Landlord of the Space Plan, Landlord (i) shall give its written approval with respect thereto, or (ii) shall notify Tenant in writing of its disapproval and state with specificity the final timeline grounds for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs such disapproval and the monthly capital costs required revisions or modifications necessary in order for Landlord to designgive its approval. Within ten (10) business days following Tenant's receipt of Landlord's disapproval, engineerTenant shall submit to Landlord for approval the requested revisions or modifications. Within five (5) business days following receipt by Landlord of such revisions or modifications, procure, permit and construct each of Landlord shall give its written approval with respect thereto or shall request other revisions or modifications therein (but relating only to the Improvements. (d) If Lessor does not agree extent Tenant has failed to fund the cost of any Improvements, or otherwise is unable comply with Landlord's earlier requests). The preceding sentence shall be implemented repeatedly until Landlord gives its approval to do so, Lessee may make, or cause Tenant's Space Plan. The improvements to be made, any such Improvements.be

Improvements. Landlord shall make improvements and modifications to the Leased Premises strictly in accordance with the plans and specifications attached hereto and made a part hereof as Exhibit C, (a“Landlord’s Work”). Landlord’s construction cost allowance for Landlord’s Work shall not exceed Twenty-One and 45/100 Dollars ($21.45) No later than September 1st per square foot of each calendar year during the Lease TermLeased Premises (the “Allowance”). If applicable, Lessee any and all improvements provided by Landlord in excess of the Allowance shall notify Lessor in writing be provided at Tenant’s expense. Tenant shall not make any non-structural alterations, decorations, installations, additions or improvements to the Leased Premises, including but not limited to, the installation of any Improvements that Lessee proposes fixtures, amenities, equipment, appliances, or other apparatus, without Landlord’s prior written consent, which consent shall not be unreasonably withheld. However, any and all structural alterations shall be subject to make pursuant Landlord’s sole discretion. Notwithstanding anything contained herein to the O&M Agreement in contrary, Landlord’s consent to any alterations, decorations, installations, additions or improvements to the succeeding calendar yearLeased Premises, or Landlord’s approval of any plans, specifications, working drawings or other documentation therefor, shall create no responsibility or liability on the part of Landlord for the completeness, sufficiency or compliance of such with any applicable laws, rules, regulations, guidelines and requirements of governmental and quasi-governmental entities, agencies or authorities. Each such notice shall include: (i) a description All of the Improvements foregoing, except movable office furniture put in at the expense of Tenant, shall be the property of Landlord and shall remain upon and be surrendered with the design and material equipment Leased Premises at the termination of this Lease without molestation or injury. Landlord shall have the right to be used in connection with such Improvements; (ii) a proposed timeline for designingrequire Tenant to remove, engineering, procuring, permitting and constructing each at the expiration of the Improvements; lease term and (iii) the expected total at Tenant’s sole cost and monthly capital costs for Lessee expense, any and all improvements made by Tenant, and Tenant shall be required to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect repair any damage to the Improvements as Lessor may reasonably requestLeased Premises due to such removal. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during Tenant is already occupying the Lease Premises and accepts the same in its “as-is” condition for the Extension Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant except as expressly provided herein and subject to the O&M Agreement terms and conditions of the Lease, including but not limited to the parties’ maintenance, repair and replacement obligations under the Lease. Landlord will, at its sole cost and expense (except as set forth below and without regard to estimated costs set forth on Exhibit “C” or “D”), which costs and expenses shall include all costs for architectural and engineering planning and documents, complete construction of the Premises in accordance with Space Plan 1 (showing new construction), Space Plan 2 (showing demolition work), the Scope of Work, ▇▇▇▇▇▇’▇ Mechanical HVAC Equipment Survey, and Fiberplus Quote for Richmond Location Access Control, attached hereto as Exhibits “A”, “A-1,” “B,” “C” and “D” respectively and incorporated herein by this reference (collectively, the “Improvements”). As set forth in the succeeding calendar yearScope of Work, Landlord shall, at its sole cost and expense (except as set forth below and without regard to estimated costs set forth on Exhibit “C” or “D”), replace the HVAC units identified as Unit Numbers 31, 32, and 35 with similarly sized comparable units and perform all work associated with the installation of data, telephone and security systems serving the Premises. Each such notice Notwithstanding any provision of this Amendment to the contrary, if Tenant requests any changes to the Space Plans, the Scope of Work, the approved drawings and specifications or any additional work (the “Tenant Changes”), Tenant must present Landlord with revised drawings and specifications. As a condition of its approval, Landlord shall include: (i) a description require that Tenant pay for the cost of the Improvements and Tenant Changes. If Landlord approves the design and material equipment to be used Tenant Changes, Landlord will incorporate such changes in connection with such the Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each . The cost of the Improvements; Tenant Changes shall be deemed additional rent and shall be paid by Tenant to Landlord within ten (iii10) days following receipt or refusal of an invoice from Landlord regarding the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably requestsame. (b) Lessee Landlord’s obligations with respect to improvements and alterations of the Premises shall be obligated limited to cause the Improvements. Otherwise, Landlord will provide the Premises in its current “as is” condition, except as expressly provided herein and subject to be obtained any Authorizations required to design, engineer, procure, permit, construct the terms and operate any Improvementconditions of the Lease, including any PSCW Authorizations that would be applicable if but not limited to the Improvement was proposed to parties’ respective maintenance, repair and replacement obligations under the Lease. The Improvements will be constructed and/or owned by a public utility using Building standard materials consistent with the materials used in Wisconsin. The Parties agree that they will notcomparable buildings in the Glen Allen, either separately or jointlyVirginia submarket and shall comply with the Americans with Disabilities Act, attempt to avoid PSCW regulation as amended, and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightthe regulations issued pursuant thereto. (c) Lessor The parties acknowledge that Landlord’s ability to complete the Improvements is dependant upon Landlord obtaining access to the Premises, which access is subject to the terms of the Lease. Tenant will be responsible for granting Landlord access to the Premises for the purpose of completing the Improvements and will permit Landlord unfettered access to the Premises in order to allow Landlord to complete the Improvements therein. Within a reasonable time period following the execution of this Amendment, Landlord and Tenant shall finance all capital costs with respect establish a mutually-acceptable construction schedule for the completion of the Improvements (Landlord and Tenant each agreeing to any Improvement so long as negotiate in good faith to arrive at such mutually-agreeable construction schedule). Landlord agrees to promptly commence and thereafter diligently pursue completion of construction of the Lessee’s senior unsecured indebtedness is rated at least Investment GradeImprovements upon approval of the construction schedule, receipt of permits and approval of the plans. Lessee shall advise Lessor as to: (i) During the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each construction of the Improvements; and (iii) , Tenant shall not interfere with Landlord or hinder Landlord in any way in its efforts to complete the total capital costs and Improvements. In addition, Tenant shall timely remove all property from the monthly capital costs required portion of the Premises where work is being performed in order to design, engineer, procure, permit and construct each facilitate Landlord’s ability to complete construction of the Improvements. (d) If Lessor does . The parties acknowledge that the completion of the Improvements may interfere with the Tenant’s use of the Premises, and it is hereby expressly agreed that such interference shall not agree be deemed a constructive eviction of Tenant, nor shall it work an abatement of Base Rent or any other amounts due under the Lease. Landlord shall use commercially reasonable efforts to fund minimize interference with Tenant’s business operations during the cost construction of any the Improvements, which shall not obligate Landlord to construct the Improvements during non-business hours or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvementson weekends.

Improvements. (a) No later than September August 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained obtain any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessor and Lessee shall advise Lessor as topromptly meet to agree on: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during the Lease TermExcept as specifically set forth herein, Lessee Landlord shall notify Lessor in writing of not be obligated to provide or pay for any Improvements that Lessee proposes to make pursuant improvement work or services related to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description improvement of the Improvements Premises, and Tenant shall continue to accept the design and material equipment to be used Premises in connection with such Improvements; (ii) a proposed timeline for designingits presently existing, engineering"as-is" condition. Notwithstanding the foregoing, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee Premises Tenant shall be obligated entitled to cause a one-time tenant improvement allowance (the "Tenant Improvement Allowance") equal to be obtained any Authorizations required $200,000.00 for the costs relating to design, engineer, procure, permit, construct the design and operate any Improvement, including any PSCW Authorizations that would be applicable if construction of Tenant's improvements which are permanently affixed to the Improvement was proposed to be constructed and/or owned by a public utility in WisconsinPremises (the “Tenant Improvements”). The Parties agree that they Tenant Improvement Allowance will notbe disbursed in accordance with Landlord's standard disbursement procedures, either separately or jointlyincluding, attempt to avoid PSCW regulation and oversight without limitation, following Landlord's receipt of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) evidence (i.e., invoices or other documentation reasonably satisfactory to Landlord) of payment for the final design Tenant Improvements, and material equipment to be (ii) fully executed, unconditional lien releases from all contractors, subcontractors, laborers, materialmen, and suppliers used by Tenant in connection with the Tenant Improvements; (ii) . The Tenant Improvements shall be constructed in accordance with the final timeline for designing, engineering, procuring, permitting terms and constructing each conditions of Section 9 of the Original Lease, except that Tenant may use non-union labor in connection with the Tenant Improvements; and (iii) the total capital costs and the monthly capital costs required . In no event shall Landlord be obligated to design, engineer, procure, permit and construct each disburse any portion of the Tenant Improvement Allowance subsequent to December 31, 2019, nor shall Landlord be obligated to disburse any amount in excess of the Tenant Improvement Allowance in connection with the construction of the Tenant Improvements. No portion of the Tenant Improvement Allowance, if any, remaining after the construction of the Tenant Improvements shall be available for use by Tenant. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. Section 6.1 - Landlord's Responsibilities. (a) No later than September 1st of each calendar year during the Lease TermLandlord, Lessee at its own cost and expense, shall notify Lessor in writing of any Improvements construct that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description portion of the Improvements and the design and material equipment Premises required in Exhibit "GCS1.0" to be used constructed by Landlord at its sole cost and expense, all in connection accordance with Exhibit "GCS1.0" and all in a good and workmanlike manner and in compliance with all applicable laws, regulations, rules and ordinances. As part of such Improvements; (ii) work, Landlord shall construct a proposed timeline for designing, engineering, procuring, permitting and constructing each dome to raise the ceiling directly in front of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each main entrance of the respective Improvements. Lessee Premises to at least seventeen (17) feet from the floor of the Shopping Center in that same area in accordance with plans and specifications mutually agreed upon by both parties, which agreement shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably requestnot be unreasonably withheld by either party. (b) Lessee Landlord warrants that its work shall be obligated delivered free and clear of liens, encumbrances and violations or conditions which may constitute violations of any laws, ordinances, or regulations relating to cause to be obtained any Authorizations required to designthe use, engineer, procure, permit, construct occupancy and operate any Improvement, including any PSCW Authorizations that would be applicable if construction of the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation Premises and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightthe building containing the same. (c) Lessor Landlord, at Tenant's sole cost and expense, shall finance all capital costs construct in accordance with respect to any Improvement so long as Exhibit "GCS1.0" that portion of the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment Premises required in Exhibit "GCS1.0" to be used in connection with constructed by Landlord at Tenant's sole cost and expense ("Chargebacks"). Landlord may, at its sole option, bill ▇▇▇▇▇▇ ▇▇▇ the Improvements; Chargebacks following the RCD, and Tenant shall pay Landlord the Chargebacks no later than twenty (ii20) the final timeline for designing, engineering, procuring, permitting and constructing each days following receipt of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the ImprovementsLandlord's billing. (d) If Lessor does not agree By the earlier to fund occur of one hundred twenty (120) days after Tena▇▇ ▇▇▇es possession of the cost Premises or the date on which Tenant opens for business, Tenant shall inform the Landlord, in writing, of any Improvements, or otherwise is unable to do so, Lessee may make, or cause items that were required to be madeperformed by Landlord which are incomplete or inadequate; otherwise Tenant shall be deemed to have acknowledged that all work required to be performed in connection with the Premises and any and all obligations to be performed by Landlord on or before the opening of the Premises have been fully performed; except that Tenant shall have one (1) year from the date Tenant takes possession of the Premises to inform Land▇▇▇▇ ▇▇ writing of any latent defects in any items that were required to be performed by Landlord which cannot reasonably be detected within such one hundred twenty (120) days. Section 6.2 - Tenant's Responsibilities. Tenant shall at its own expense and in accordance with Exhibit "GCS1.0": (a) Secure all permits and licenses necessary for the construction of any of its installations and the prosecution of its work, and Tena▇▇ ▇▇▇ll comply with all laws and regulations relating to the conduct of said work. (b) Construct the remainder of the Premises and installations therein and construct the balance of the leasehold improvements necessary to enable Tenant to occupy the Premises as shown in Tenant's plans and specifications as approved by Landlord or Landlord's architect, all in a good and workmanlike manner and in compliance with all insurance requirements and with all applicable permits, authorizations, building regulations, zoning laws and all other government rules, regulations, ordinances, statutes and laws, now or hereafter in effect pertaining to the Premises or Tenant's use thereof. Notwithstanding any other provision hereof, any such Improvements.installation to be made or work to be performed by Tenant on or for the Premises prior to the

Improvements. (a) No later than September 1st of each calendar year during It is hereby agreed that the Lease Term, Lessee premises shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant be delivered to the O&M Agreement in Tenant by the succeeding calendar yearLandlord upon such time as the improvements per the attached Exhibit "A" have been completed. Each such notice shall include: (i) a description of The improvements as per the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee attached Exhibit "A" shall be obligated to cause to be obtained any Authorizations required to designmade in a diligent fashion by the Landlord, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations at Landlord's expense. In the event that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of improvements exceed the sum of $25.00 per square foot, the Tenant shall be responsible for any Improvementsoverage. The premises will be deemed complete upon issuance of a Certificate of Occupancy. As per paragraph 2 of this Lease, or otherwise if the improvements are not completed by September 1, 1999, the Tenant agrees to commence the Lease Term at the issuance of a Certificate of Occupancy. At all times it is unable hereby agreed that in consideration of the Landlord making the improvements that the Tenant and the Personal Guarantors herein agree to do sohonor the terms of this Lease, Lessee and towards that end it is hereby agreed that the first month's rent, last month's rent, security deposit and the personal guarantees as executed by the individuals may makebe retained by, or cause and collected upon as damages by the Landlord in the event that the Tenant fails to take possession once the improvements are completed. The Tenant agrees to furnish the Landlord a complete and sufficient list of plans and specifications within 10 days of the execution of this Lease in order to allow the Landlord to finish same in a timely manner. Landlord will supply electrical and plumbing connections for Tenant's dishwasher and refrigerator Tenants shall be made, any such Improvementsresponsible for the cost of the appliances.

Improvements. Tenant acknowledges and agrees that (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor Newly Added Space is in writing of any Improvements that Lessee proposes to make pursuant the condition described on Attachment 1 to the O&M Work Letter Agreement attached to the Original Lease as Exhibit “C” and all Base Building work (as defined in the succeeding calendar year. Each such notice shall include: (i) a description Paragraph 1 of the Improvements and the design and material equipment to be used in connection with such Improvements; (iiWork Letter Agreement) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. Newly Added Space has been completed, (b) Lessee shall the Newly Added Space has been or will be obligated accepted by Tenant in its “AS IS” condition on the applicable Commencement Date therefor as described in Paragraph 2 above, without any obligation on Landlord’s part to cause construct, or provide an improvement allowance or otherwise pay for, any tenant improvements or alterations for the Newly Added Space, except for the Leasehold Improvement Allowance to be obtained any Authorizations required to designprovided by Landlord as described in Paragraph 7(d)(ii) below, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance Tenant shall, at its expense (subject to Landlord’s contribution of such Leasehold Improvement Allowance) be solely responsible for constructing all capital costs alterations and improvements for the Newly Added Space in accordance with respect the applicable terms and conditions of the Work Letter Agreement attached to any Improvement so long the Original Lease as Exhibit “C” with the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: following modifications: (i) Tenant shall be required to deliver to Landlord for Landlord’s approval the final design Tenant’s Design Development Drawings for the Newly Added Space prior to the date Tenant commences construction of the Aggregate Improvements for the Newly Added Space, and material equipment Landlord will have three (3) days after receipt of the Design Development Drawings to be used approve them or advise Tenant of Landlord’s reasonable revisions therefor pursuant to the procedures set forth in connection with Section 2.1 of Exhibit “C” of the Improvements; Original Lease; (ii) the final timeline Leasehold Improvement Allowance to be provided by Landlord for designing, engineering, procuring, permitting and constructing each of the ImprovementsNewly Added Space shall be equal to $15.00 per rentable square foot within the Newly Added Space; and and (iii) the total capital costs Sections 5.2 and the monthly capital costs required to design, engineer, procure, permit and construct each 5.4 of Exhibit “C” of the ImprovementsOriginal Lease shall not apply with respect to the construction of such Aggregate Improvements for the Newly Added Space. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. a. Tenant hereby accepts the Premises in its "as is" condition existing on the date of execution of this Lease. Landlord shall have no obligation to construct any tenant improvements to the Premises on behalf of the Tenant. b. Tenant shall, at Tenant's sole cost and expense, construct improvements ("Improvements") for the Premises in accordance with the Work Letter Agreement attached hereto as Schedule 1. ---------- c. As part of the Improvements, and in accordance with the provisions of Section 25 of the Lease and Schedule 1 attached hereto (including, ---------- without limitation, Tenant shall be required to bear all costs and expenses associated with the work, Tenant shall obtain Landlord's prior written approval of all work, Tenant shall obtain all necessary approvals in connection thereto, Tenant shall indemnify Landlord in connection therewith), Tenant shall be permitted to install and provide multiple structural openings into the Building for (a) No later than September 1st fiber optic cabling from two (2) diverse entrances into the Building, (b) connecting the generator to the Premises, (c) providing a clear ground source directly to the Building grounding system at the entrance, (d) to install a roof-top HVAC system, (e) to modify the existing sprinkler system in the Premises to construct a dry-pipe, pre-action sprinkler system; this will consist of each calendar year during modifying the existing wet-pipe sprinkler system and installing a dry-pipe deluge valve to modify the wet system and to allow only air pressure in Tenant's system, this precaution system to meet all applicable codes and to not affect the Building system in any way, and (f) block one or more windows and roll-up doors. d. Emergency Generator, Generator Conduits, HVAC - Tenant shall --------------------------------------------- have the right to install and use generators and related above-ground fuel tanks, generator conduits and HVAC ("Equipment") in the approximate location shown on Exhibit C hereto, subject to the terms and conditions of this Lease Termand --------- the following specific conditions: (i) Tenant shall bear all costs and expenses associated with the installation of such Equipment and Tenant shall be responsible for, Lessee and shall notify Lessor in writing bear all costs and expenses associated with the operation, maintenance and removal, if required under subsection (vii) below, of said Equipment upon the expiration of other termination of this Lease. Tenant understands and acknowledges that Landlord shall not be responsible for the operation of any Improvements that Lessee proposes such back-up power facility. (ii) Subject to Tenant's rights to make pursuant Alterations as more particularly set forth in Section 25 herein, the plans and specifications for the Equipment shall be subject to the O&M Agreement prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall install the Equipment in a good and safe manner in accordance with the terms and conditions of this Lease, including, without limitation, all of the provisions contained in Section 51 of this Lease. Tenant shall provide reasonable notice to Landlord of the time and date upon which it desires to install such facilities. Landlord shall have the right to have a representative present at the installation of the Equipment in order to approve the methods of installation and performance thereof. (iii) Tenant shall have the responsibility to secure all necessary approvals relating to the installation and operation of such Equipment from state, federal and other governmental authorities and shall provide copies of all such approvals to Landlord prior to installation and operation of such Equipment. Further, Tenant shall construct, operate and maintain such Equipment in accordance with all applicable laws, including all environmental laws, ordinances, rules and regulations and in compliance with the reasonable requirements of the insurers of the Building. Tenant hereby agrees to indemnify Landlord from and against any breach by Tenant of the obligations stated in the succeeding calendar year. Each preceding sentence, and agrees to defend and hold Landlord harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Building, damages for the loss or restriction or use of rentable space or of any amenity of the Building, damages arising from any adverse impact on marketing of space in the Building, sums paid in settlement of claims, reasonable attorneys' fees, consultant fees and expert fees) which arise during or after the Term of this Lease as a result of such notice breach. (iv) Tenant shall indemnify, defend and hold Landlord, its principals, officers, directors, agents, employees and servants harmless from and against any liability, loss, costs, claims, damage and expense of whatever kind arising directly or indirectly from the installation, operation, maintenance, repair, and removal of such Equipment, including, but not limited to, attorneys' fees and court costs. (v) Tenant shall pay all taxes of any kind or nature whatsoever levied upon such Equipment and all licensing fees, franchise fees and other taxes, expenses and other costs of any nature whatsoever relating to the construction, ownership, maintenance and operation of said Equipment. (vi) The rights afforded Tenant hereunder specifically to include: (i) a description of the Improvements right to install and the design maintain one or more fuel lines between any fuel tanks and material equipment to be used in connection with such Improvementsany generators; (ii) a proposed timeline for designing, engineering, procuring, permitting the right to install and constructing each of maintain necessary electrical connections from any generators to the ImprovementsPremises; and (iii) the expected total and monthly capital costs for Lessee right of reasonable access to design, engineer, procure, permit and construct each those portions of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect Building necessary for the installation and maintenance of any generators, tanks, fuel lines, and electrical connections, subject to the Improvements as Lessor may reasonably requestterms and conditions of this Lease. (bvii) Lessee Tenant shall be obligated remove said Equipment at the expiration or earlier termination of the Lease and repair any damage caused by said removal, provided, however, at the written request of Tenant, Landlord agrees to cause notify Tenant concurrently with Landlord's consent to be obtained any Authorizations required the placement of such Equipment whether Landlord will require Tenant to designremove such alterations, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if additions or improvements at the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight end of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightthe Lease Term. (cviii) Lessor shall finance Landlord grants to Tenant the right, at no additional charge or Rent, to install, and Landlord acknowledges that Tenant's use of the Premises will require some or all capital costs with respect to any Improvement so long as of the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as tofollowing: (i) backbone fiber optic cabling from two separate means of entry from the final design adjoining streets to, and material equipment core drilling of, the Building core structural wall and from the Building core structural wall, by two diverse paths, to be used in connection with the ImprovementsPremises; (ii) specialty air conditioning equipment in an area to be designated on Tenant's plans and specifications, together with all necessary connections from such location to the final timeline Premises; (iii) 3-phase, 4-wire live load electric service (including furnishing and installation of conduit) to the Premises' electrical closet and all necessary connections from such location to Tenant's equipment; (iv) an independent, Tenant controlled fire suppression system which will include access to Tenant for designingexhaust louvers, engineering, procuring, permitting and constructing each shafts or risers necessary for the discharge of exhaust from the Premises from such system as well as Tenant's air conditioning system; (v) connection of the Improvementsoffice space areas within the Premises to Landlord's fire alarm system; (vi) a raised floor system to accommodate Tenant's telecommunications equipment; (vii) a copper insulated ground conductor in conduit from the master ground at the lowest point in the Building to the Premises; and (iiiviii) the total capital costs and installation of interior walls or window covering materials to stabilize environmental conditions within the monthly capital costs required to design, engineer, procure, permit and construct each of the ImprovementsPremises. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. The primary Improvements constituting the Project are listed below and are more particularly described in the Land Use Plan, the Infrastructure Plan, the Parks and Open Space Plan, the Transportation Plan, the Community Facilities Plan, the Housing Plan, the Schedule of Performance, the Phasing Plan, the SUD and the Design for Development. Developer and Vertical Developers shall design, construct and complete the Infrastructure and the Vertical Improvements, and Qualified Housing Developers shall design, construct and complete the Authority Housing Units, all at the times and subject to the conditions set forth in this DDA and the Vertical DDA/LDDAs, as applicable. In accordance with the terms of this DDA and the Vertical DDA/LDDAs, Developer and Vertical Developers shall have the right and, with regard to certain Improvements identified in this DDA and upon the satisfaction of certain conditions set forth in this DDA, the obligation, to develop the Project shown on the Land Use Plan attached hereto as Exhibit D, in accordance with the Development Requirements, including, without limitation, the Project components listed below, excepting certain improvements to be constructed on the Project Site for which Developer is not responsible as described in Section 1.4 hereof. (a) No later than September 1st Geotechnical stabilization of each calendar year during certain portions of Treasure Island and the Lease Termcauseway connecting it to Yerba Buena Island, Lessee shall notify Lessor in writing and addition of any Improvements fill to raise the surface elevation on those portions of Treasure Island that Lessee proposes are to make pursuant be developed to the O&M Agreement address flood protection and potential future sea level rise as more particularly described in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request.Infrastructure Plan; (b) Lessee shall Up to 6,316 Residential Units, of which approximately 5% percent will be obligated Inclusionary Units constructed in accordance with the Housing Plan attached hereto as Exhibit E and more specifically defined in Exhibit A (the “Housing Plan”) (with up to cause an additional 1,684 below market rate Residential Units to be obtained any Authorizations required to designdesigned, engineerconstructed and completed by Qualified Housing Developers on behalf of the Authority and TIHDI in accordance with the Housing Plan), procureprovided however, permit, construct and operate any Improvementthat the total percentage of below-market rate Residential Units, including any PSCW Authorizations that would Inclusionary Units, may be applicable if adjusted upwards from 25% to 30% in accordance with Section 9.1 of the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight.Housing Plan; (c) Lessor shall finance all capital costs Up to approximately 140,000 square feet of new commercial and retail space with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements.accessory parking; (d) If Lessor does Up to approximately 100,000 square feet of new office space with accessory parking; (e) Adaptive reuse of Buildings 1, 2, and 3 on Treasure Island with up to 311,000 square feet of commercial/flex space (the adaptive reuse would include approximately 67,000 square feet of additional retail, which, when combined with the 140,000 square feet of new retail yields a total of 207,000 square feet of retail space proposed on the Islands) with accessory parking; Island; (f) Adaptive reuse of certain of the historic buildings on Yerba Buena (g) Up to approximately 500 hotel rooms or Fractional Interest Units; (h) New and/or upgraded public and community facilities, including a new joint police/fire station and funding for upgraded school facilities on Treasure Island, and Developable Lots for the development by Authority or third parties of the Treasure Island Sailing Center, an Environmental Education Center and other community facilities, as more particularly described in the Community Facilities Obligations attached hereto as Exhibit F; (i) New and/or upgraded public utilities, including the water distribution system, wastewater collection system, recycled water storage and distribution system, storm water collection and treatment system, Developable Lots to accommodate the Wastewater Treatment Facility and other SFPUC improvements, as more particularly described in the Infrastructure Plan; (j) Up to approximately 300 acres of parks and public open space, as more particularly described in the Parks and Open Space Plan; (k) New and/or upgraded streets and public ways as more particularly described in the Infrastructure Plan; (l) Bicycle, transit, and pedestrian facilities as more particularly described in the Infrastructure Plan; (m) Landside services for the Marina as more particularly described in the Infrastructure Plan and Section 8.3 hereof, and (n) A ferry quay/bus intermodal transit center (“Transit Hub”) as more particularly described in the Infrastructure Plan; and (o) Such additional environmental remediation work more particularly described in the Infrastructure Plan after issuance of one or more FOST(s) for the Project Site. The Parties acknowledge and agree that the density and intensity of development as set forth in this Section 1.3 form the basis of Developer’s financial expectations for the Project and the Proforma. The particular land uses and locations are shown in the Land Use Plan and defined more particularly in the SUD, the Area Plan and the Design for Development. Design controls governing the Project are set forth in the Design for Development. The Land Use Plan is provided for the purposes of indicating the general type, pattern and location of development as shown, but shall not agree be construed as a regulating document with regard to fund land uses or development standards, both of which are regulated and controlled by the cost of any ImprovementsSUD, or otherwise is unable to do so, Lessee may make, or cause to be made, any such ImprovementsArea Plan and the Design for Development.

Improvements. (a) No later than September 1st of each calendar year during the Lease TermExcept as set forth in Section 9.2 above, Lessee Tenant shall notify Lessor in writing of not make any Improvements that Lessee proposes to make pursuant to the O&M Agreement in the succeeding calendar year. Each such notice shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modificationsadditions, alterations or additions any one or a number improvements to the Premises without obtaining the prior written consent of Landlord, which would approval shall not be unreasonably withheld. In the event Tenant should employ a contractor other than Landlord’s, it is expressly understood and agreed that ▇▇▇▇▇▇ shall first obtain the Landlord’s written approval of sufficient cost the Tenant’s contractor and the terms of the contract, which approval shall not be unreasonably withheld. As a condition to mandate PSCW oversight. giving consent to Tenant improvements, Landlord may, at the time of such installations, require that Tenant agree to remove any such alterations, additions, improvements or utility installations at the expiration of the Lease Term and to restore the Premises to their prior condition, normal wear and tear excluded. Landlord acknowledges and agrees that Tenant will be providing special security for the Premises while operating as a commercial bank, and as part of Tenant’s Work, will be installing at Tenant’s expense, dusk to ▇▇▇▇ lighting and automated teller machine access in the Common Areas (c) Lessor shall finance all capital costs with respect including but not limited to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection compliance with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each requirements of the Americans with Disabilities Act (“ADA”)), and night depository facilities, with security lighting and cameras extending from the Premises, and safety deposit boxes (collectively, the “Bank Improvements; and (iii) ”). Landlord shall reasonably cooperate with Tenant concerning the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each requirements of Division 4 of the ImprovementsCalifornia Financial Code (Section 1300, et seq. (d) If Lessor does ), including but not agree limited to fund the lighting requirements thereunder, which shall be at Tenant’s sole cost and expense. In the event the requirements of the ADA are amended following the initial installation by Tenant of the ATM access to the ATM, Landlord shall not withhold Landlord’s approval of any Improvementsmodifications and/or alterations of the ATM and/or access to the ATM in the common areas made by Tenant to comply with such amendments to the ADA. All Improvements to the Premises shall comply with all applicable laws, or otherwise is unable including but not limited to do so, Lessee may make, or cause to be made, any such Improvementsapplicable building codes and regulations.

Improvements. Landlord agrees to perform, at Landlord's expense (aexcept as hereinafter provided), the work ("Landlord's Work") No later within the Premises described in or shown on, and substantially in accordance with, the Construction Drawings. Tenant shall, at its expense (except as provided in the next sentence), prepare the construction drawings (the "Construction Drawings") for Landlord's Work. Provided that Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods and shall have taken occupancy of the Premises for business, Landlord shall reimburse Tenant up to $55,908.17 (the "Plan Allowance") for the architectural and engineering fees incurred by Tenant in preparing the Construction Drawings, such reimbursement to be made within thirty (30) days of Landlord's receipt of a reasonably detailed invoice from Tenant describing such fees. The Construction Drawings shall be subject to Landlord's approval; and Landlord shall have the right, by notice to Tenant at or prior to the time of its approval of the Construction Drawings, to modify the Estimated Substantial Completion Date based upon the nature of the work shown on the Construction Drawings. Tenant agrees that the Construction Drawings shall be prepared in a diligent and efficient manner so that Landlord's final approval thereof is obtained by March 15, 1998. Tenant acknowledges and agrees that the general contractor for Landlord's Work shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Inc. ("BB&E"). The general contractor's fee to be charged by BB&E shall not exceed three (3%) percent of the aggregate costs of Landlord's Work; and the general conditions component of the costs of Landlord's Work shall not comprise more than September 1st six (6%) percent of the aggregate costs of Landlord's Work. Landlord agrees to require BB&E to obtain, to the extent reasonably obtainable, bids from no more than five (5) and no less than three (3) subcontractors for all trades necessary to complete Landlord's Work. All subcontractor bids shall be subject to Tenant's approval. If Tenant fails to respond to a request for approval of a subcontractor bid within three (3) business days of Landlord's request therefor, such approval shall be deemed given. Landlord agrees to undertake construction of the Premises in accordance with the provisions hereof in a good and workmanlike fashion and in compliance with applicable codes. Without limiting the foregoing, Landlord shall, at its expense (in addition to the Plan Allowance and Landlord's Contribution, as hereinafter defined), cause the restrooms on each calendar year during floor of the Lease TermPremises to comply with the ADA as in effect on the date hereof. Tenant's vendors and contractors shall be permitted entry to the Premises prior to the Term Commencement Date for the installation of Tenant's equipment and furnishings (including cabling and wiring) and the performance of such other work as Tenant may desire (subject to the provisions of Section 5.5 hereof), Lessee provided that such installation and other work shall not unreasonably interfere with the performance of Landlord's Work. Landlord shall use reasonable efforts to coordinate and schedule Landlord's Work so that Tenant may perform its work on a floor-by-floor basis. In the event that Tenant shall request and Landlord shall approve supplementary plans or specifications or work or changes to the Construction Drawings, then Landlord shall render to Tenant an estimate of the additional cost of such plans or specifications, work or changes and (unless such cost, when added to the other costs of Landlord's Work, will not exceed Landlord's Contribution) Tenant shall pay such amount to Landlord prior to Landlord having any obligation to undertake any such work; provided, however, that Tenant shall be responsible for any delays in the performance or substantial completion of Landlord's Work on account of any such supplementary plans or specifications, work or changes requested by Tenant. Landlord shall notify Lessor in writing Tenant of any Improvements that Lessee proposes such delays, and of any delays caused by any change order requests initiated by Landlord, promptly upon Landlord becoming aware of the same. The costs and expenses to prepare any supplementary plans or specifications or to make pursuant any changes to the O&M Agreement in Construction Drawings shall be Tenant's responsibility. Landlord shall respond to any request for approval under this paragraph within three (3) business days of Tenant's written request therefor; and if Landlord fails to respond within such three (3) business day period, Landlord's approval of the succeeding calendar yearsupplementary plans or specifications or work or the changes to the Construction Drawings shall be deemed given. Each such notice Landlord shall contribute $17.50 per square foot of rentable area of the Premises ("Landlord's Contribution") towards the costs of Landlord's Work, which costs shall include: (i) a description of the Improvements and the design and material equipment to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineeringwithout limitation, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital demolition costs and the monthly capital costs, if any, incurred by Landlord to engage an architect or engineer to review the Construction Drawings to determine their compliance with the ADA. Tenant shall reimburse Landlord for all costs required of Landlord's Work in excess of Landlord's Contribution within thirty (30) days of billing(s) from time to designtime (whether before or after the Term Commencement Date) therefor (accompanied by documentation supporting such excess costs). If Landlord's Contribution exceeds the costs of Landlord's Work and Tenant is not in default under this Lease beyond the expiration of applicable notice and cure periods, engineersuch excess shall, procureat Tenant's election, permit and construct each be paid by Landlord to Tenant within thirty (30) days of the ImprovementsTenant's notice to Landlord of such election or be credited against Tenant's obligation to pay Base Rent until such excess is reduced to zero. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant Any and all improvements to the O&M Agreement Premises shall be made in accordance with Lease Section 3: Construction of Improvements and in accordance with all applicable state and municipal building codes, except that Landlord shall have the succeeding calendar yearright to charge a one-time supervisory fee of $2,500.00 to be paid by Tenant to Landlord as Additional Rent. Each Subject to Landlord’s right of approval (which shall not be unreasonably withheld, delayed or conditioned), Tenant may select and engage its own preferred contractors, subcontractors, architects, engineers and consultants to perform such notice work. Landlord shall include: provide to Tenant an allowance of up to $739,228.00 toward the hard and soft costs associated with said improvements (i) a description the “2018 TI Allowance”). The 2018 TI Allowance may be used for the costs of design, preparation, renovation and construction of the Improvements Premises, and may also be applied to non-Building related costs including without limitation permitting, space plans, moving, architectural and engineering, wiring and cabling, special electrical power distribution, telephone and security systems. Any time prior to the design and material equipment second (2nd) anniversary of the execution date hereof, Tenant shall have the on-going right to request the 2018 TI Allowance, or a portion thereof, by written notice to Landlord to be used in connection with such Improvements; (ii) a proposed timeline accompanied by all invoices, lien waivers and/or municipal certificates, when applicable, to substantiate the work completed. Provided Tenant meets the conditions herein, Landlord shall reimburse Tenant for designingthe amount requested, engineering, procuring, permitting and constructing each not to exceed the full amount of the Improvements; 2018 TI Allowance, within thirty (30) days of Landlord’s receipt of written notice and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each documentation as aforesaid. Any unused portions of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to 2018 TI Allowance not requested beyond the Improvements as Lessor may reasonably request. second (b2nd) Lessee anniversary of the execution date hereof shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightforfeited. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant Notwithstanding anything to the O&M Agreement contrary in this Agreement, if PARI develops an incremental Improvement, then PARI shall incorporate such Improvement into the succeeding calendar year. Each such notice shall include: Device, without further consideration, if (i) a description of it is not contractually prohibited from doing so by the Improvements and the design and material equipment to be used in connection with agreement under which such Improvements; Improvement was developed, (ii) a proposed timeline PARI generally incorporates such Improvement into an eFlow for designinguse in CF, engineeringBronchiectasis or such Secondary Indication (but in this instance only, procuringwithout reference to the Drug Product contained in the definition of Secondary Indication in Section 1.50) that has been included in the Transave Field pursuant to Section 2.6, permitting and constructing each of the Improvements; and (iii) it is consistent with the expected total Specifications and monthly capital costs for Lessee to designthe applicable regulatory requirements. If an Improvement is not an incremental Improvement (e.g., engineera major Improvement or a new 510(k) is or will be filed), procurethen PARI shall, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if extent it has the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable right to do so, Lessee offer Transave an opportunity to review such Improvement for a period of sixty (60) days from receipt of a description of such Improvement and a plan for development of such Improvement and possible incorporation into the Device in order for Transave to determine whether it wishes to have such Improvement incorporated into the Device and thereby be incorporated into the license granted pursuant to Section 4.1. If Transave determines (by giving written notice to PARI) within such sixty (60) day period that it desires to benefit from the Improvement and include the Improvement in the Device, such Improvement shall be automatically included in PARI Intellectual Property. If Transave does not give written notice to PARI within the sixty (60) day period of its desire to benefit from the Improvement, Transave shall be deemed to have rejected the Improvement and PARI shall have no obligation to include the Improvement in the Device. Notwithstanding anything to the contrary in this Agreement, if PARI develops an Improvement and desires to obtain patent protection for such Improvement, PARI shall be free to obtain such protection and may maketake all steps necessary, appropriate or cause to advisable thereto, provided that Transave’s rights under this Agreement shall not be made, restricted or limited in any such Improvementsway.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor submit to Landlord the specific requirements and description of the Improvements. Within ten calendar days from receipt by Landlord of Lessee's requirements and description, Landlord shall prepare and submit to Lessee's approval drawings, blueprints and specifications of the Improvements, as well as a schedule for their completion, which in writing no case shall be of any more than 120 (one hundred and twenty) calendar days from the day in which Lessee approves such documents, all of which shall be attached hereto as Exhibit "B", upon their final approval. If Lessee unreasonably denies to approve the drawings, blueprints, specifications and schedule to complete the Improvements, within five days following to such denial, Landlord shall have the right to submit such documents to an expert from the Mexican Chamber of the Construction Industry in order for such expert to determine if the drawings, blueprints, specifications and schedule to complete the Improvements meet Lessee's requirements. Decision from such expert shall be definitive. On the date that is 120 days after approval by Lessee proposes to make pursuant to (or by the O&M Agreement above-mentioned expert, in its case) Landlord shall have concluded the succeeding calendar year. Each such notice shall include: (i) a description construction of the Improvements and shall deliver the design and material equipment Premises in full operating condition. If Landlord fails to complete the construction of the Improvements within such term, Lessee shall not be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each obliged to pay Rent until the Landlord completes the construction of the Improvements; . Construction of Improvements shall not be considered concluded until written approval and (iii) acceptance by Lessee is obtained, which must not be unreasonably withheld. The parties shall negotiate and agree an increase in the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each Rent as a result of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight cost of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each construction of the Improvements. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. Subject to the terms of this Escrow Agreement, the Escrowed Funds may be used only for roadway improvements that are necessary in order to re-open (athe “Improvements”) No later than September 1st that portion of each calendar year during ▇▇▇▇▇ Trail located on and adjacent to that certain real property adjacent to the Lease TermProperty and indicated on Exhibit A hereto (such portion, Lessee the “Road”). The City will cause the Improvements to be made to the Road pursuant to that certain proposal dated August 22, 2024, from ▇▇▇▇▇▇▇▇ Asphalt & Concrete Paving, LLC (“▇▇▇▇▇▇▇▇”) as attached hereto and made a part hereof as Exhibit B (the “Road Improvements Proposal”), with construction commencing within thirty (30) days following the Effective Date, and completion of such construction within six (6) months following the Effective Date. The City shall execute the Road Improvements Proposal and deliver a copy of such executed proposal to Developer and Owner promptly following its execution. To the extent that ▇▇▇▇▇▇▇▇ seeks or requests that the scope of work or cost of materials contained in the Road Improvements Proposal increases by ten percent (10%) or more in the aggregate, the City shall notify Lessor Developer and Seller of such proposed modifications and shall only consent to such modifications after receiving consent from the Seller and Developer. The Escrowed Funds (or such part of the Escrowed Funds as may be necessary to complete the Improvements) may be used to pay ▇▇▇▇▇▇▇▇ for the expenses incurred for the construction of the Improvements as set forth in writing of any the Road Improvements that Lessee proposes to make Proposal and pursuant to the O&M Agreement terms of this Escrow Agreement; provided, however, that any cost or expense in the succeeding calendar year. Each such notice shall include: (i) a description excess of the Improvements and the design and material equipment Escrowed Funds related to be used in connection with such Improvements; (ii) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) Improvements shall be the final timeline for designing, engineering, procuring, permitting and constructing each responsibility of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the ImprovementsCity. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.

Improvements. (a) No later than September 1st of each calendar year during the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant to construct, upon the O&M Agreement in Leased Premises, the succeeding calendar year. Each such notice shall include: following improvements (collectively, the “Initial Improvements”): (i) a description general aviation terminal consisting of the Improvements and the design and material equipment to be used in connection with such Improvementsat least 3,000 square feet; (ii) a proposed timeline for designing, engineering, procuring, permitting aircraft hangar(s) totaling 20,000 square feet; (iii) above ground storage tanks to accommodate the storage of jet fuel and constructing each of the Improvementsavgas; and (iiiiv) all ancillary improvements necessary for the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each operation of the respective Permitted Use, including but not limited to taxi-lanes, vehicle parking lanes, utilities and other facilities or improvements outlined in the Lease Agreement (Exhibit 4). Any improvements constructed or installed by Lessee in addition to the foregoing shall be deemed “Additional Improvements” for purposes of this Agreement. For Initial Improvements and Additional Improvements , Lessee shall have the right, at its sole expense, to improve, modify and make additions to the land leased to Lessee; provided, however, that prior to any construction, improvements or additions to facilities, including outdoor storage of materials and/or signage, Lessee must first obtain from Lessor the prior written approval of all plans and specifications for any and all construction, improvements or additions, which approval will not be unreasonably withheld. Factors relevant to approval include but are not limited to: aesthetic interior or exterior appearance, the safety of the Airport, and the extent of interference with other tenants' activities. All construction and improvements undertaken by Lessee shall be completed in a workmanlike manner without damage to existing facilities or interference with other tenant/airport activities. Lessee shall endeavor agrees to provide build approved capital improvements in accordance with Airport’s Master Plan and in accordance with pavement standards and requirements necessary to Lessor such additional information with respect support critical aircraft (Global Express 8000) to the extent Lessee determines that the demand for services and needs have increased sufficiently to justify additional capital expenditures by Lessee, as well as in accordance with the Lessor’s current Architectural Guidelines. The Lessor represents and warrants to the Lessee that the Leased Premises is suitable for the operation of the Permitted Use and construction of the Initial Improvements and that the Lessor has no knowledge of any matter which would reasonably be anticipated to adversely affect such operation or construction. If ▇▇▇▇▇▇’s request for improvements is granted by ▇▇▇▇▇▇, then the following conditions shall apply: (a) Lessee shall be required to obtain, at its sole cost and expense, all required permits and licenses necessary and will comply with applicable zoning laws, building codes, and other laws and regulations of all appropriate governmental entities, including the State of Florida, Polk County and the City of Lakeland as Lessor may reasonably requestit relates to the construction or installation of approved improvements and additional improvements to the Leased Premises. (b) Lessee shall ▇▇▇▇▇▇ expressly agrees for itself, successors and assigns, to restrict the height of all structures, objects and/or natural growth in and upon the Leased Premises determined by the FAA to constitute an obstruction or hazard pursuant to 14 C.F.R. Part 77, as may be obligated amended from time to cause time. ▇▇▇▇▇▇ agrees to be obtained comply with the notification and review requirements of said regulations in the event any Authorizations required to designfuture structure or building is planned for the Leased Premises, engineer, procure, permit, construct and operate or in the event of any Improvement, including planned modification or alteration of any PSCW Authorizations that would be applicable if present or future building or structure situated on the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversightLeased Premises. (c) ▇▇▇▇▇▇ agrees to hire only licensed contractors and subcontractors and to indemnify the Lessor shall finance all capital costs with respect to any Improvement so long as in the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection with the Improvements; (ii) the final timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost event of any Improvements, loss or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvementsdamage resulting from work performed by ▇▇▇▇▇▇’s contractors and subcontractors on the Leased Premises.

Improvements. Using Building standard materials, components and finishes, Landlord shall cause the installation and/or construction of the improvements in the Premises (athe “Improvements”) No later pursuant to that certain space plan attached to this Lease as Exhibit A (the “Space Plan”). Other than September 1st of each calendar year during as expressly contemplated by Section 3.1 below, Tenant shall make no changes, additions or modifications to the Lease Term, Lessee shall notify Lessor in writing Improvements or the Space Plan or require the installation of any Improvements “Non-Conforming Improvements” (as that Lessee proposes to make pursuant to term is defined in Article 2, below), without the O&M Agreement prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion if such change or modification would directly or indirectly delay the succeeding calendar year. Each such notice shall include: “Substantial Completion” (ias that term is defined in Section 5.1, below) a description of the Improvements and or impose any additional costs. Notwithstanding the design and material equipment foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord’s property under the terms of this Lease. Notwithstanding any provision to be used the contrary contained in connection with such Improvements; this Work Letter Agreement, in no event shall the cost of the Improvements exceed a total amount equal to […***…] Dollars (ii$[…***…]) a proposed timeline for designing(i.e., engineering, procuring, permitting and constructing […***…] Dollars ($[…***…]) per each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each rentable square feet of the respective ImprovementsPremises) (the “Landlord Contribution Amount”). Lessee All costs in excess of the Landlord Contribution Amount shall endeavor be paid to provide Landlord by Tenant in advance within five (5) days following Tenant’s receipt of a request therefor. All such funds provided by Tenant shall be disbursed by Landlord and exhausted prior to Lessor such additional information with respect disbursement of the Landlord Contribution Amount. Notwithstanding any provision to the Improvements contrary contained in this Lease or this Work Letter, but except as Lessor may reasonably request. (b) Lessee expressly provided in Section 6.8 below, in no event shall the Landlord be obligated to cause to be obtained pay (via the Landlord Contribution Amount or otherwise) for any Authorizations required to design, engineer, procure, permit, construct and operate moving costs or expenses or any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately costs or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final design and material equipment to be used in connection expenses associated with the Improvements; (ii) the final timeline for designingpurchase, engineeringinstallation, procuring, permitting and constructing each of the Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements. (d) If Lessor does not agree to fund the cost operation or maintenance of any Improvementsfurniture, or otherwise is unable to do sofixtures, Lessee may makeequipment, or cause to be madeart, any such Improvements.cabling, audio/visual equipment, access controls, security equipment and/or office signage. *** Confidential Treatment Requested

Improvements. Within thirty (a30) No later than September 1st days after the execution of each calendar year during this Third Amendment, Tenant shall submit to Landlord for approval a detailed space plan (“Space Plan”) for the Lease Term, Lessee shall notify Lessor in writing of any Improvements that Lessee proposes to make pursuant improvements to the O&M Agreement in Expansion Space which shall include without limitation, the succeeding calendar yearlocation of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements. Each such notice shall include: (i) a description of the Improvements The Space Plan and the design and material equipment to be used in connection with such Improvements; Construction Drawings (iias defined below) a proposed timeline for designing, engineering, procuring, permitting and constructing each of the Improvements; and (iii) the expected total and monthly capital costs for Lessee to design, engineer, procure, permit and construct each of the respective Improvements. Lessee shall endeavor to provide to Lessor such additional information with respect to the Improvements as Lessor may reasonably request. (b) Lessee shall be obligated prepared by ▇. ▇▇▇▇▇ Associates (the “Architect”). Landlord agrees to cause to be obtained any Authorizations required to design, engineer, procure, permit, construct cooperate with Tenant and operate any Improvement, including any PSCW Authorizations that would be applicable if the Improvement was proposed to be constructed and/or owned by a public utility in Wisconsin. The Parties agree that they will not, either separately or jointly, attempt to avoid PSCW regulation and oversight of Improvements, including by dividing an Improvement into a series of renewals, replacements, improvements, enhancements, modifications, alterations or additions any one or a number of which would not be of sufficient cost to mandate PSCW oversight. (c) Lessor shall finance all capital costs with respect to any Improvement so long as the Lessee’s senior unsecured indebtedness is rated at least Investment Grade. Lessee shall advise Lessor as to: (i) the final its design and material equipment to be used representatives in connection with the Improvements; preparation of the Space Plan. Within five (5) business days after receipt by Landlord of the Space Plan, Landlord (i) shall give its written approval with respect thereto, or (ii) shall notify Tenant in writing of its disapproval and state with specificity the grounds for such disapproval and the revisions or modifications necessary in order for Landlord to give its approval. Within five (5) business days following Tenant’s receipt of Landlord’s disapproval, Tenant shall submit to Landlord for approval the requested revisions or modifications. Within five (5) business days following receipt by Landlord of such revisions or modifications, Landlord shall give its written approval with respect thereto or shall request other revisions or modifications therein (but relating only to the extent Tenant has failed to comply with Landlord’s earlier requests). The preceding sentence shall be implemented repeatedly until Landlord gives its approval to Tenant’s Space Plan. The improvements to be made to the Expansion Space that are described in the final timeline for designing, engineering, procuring, permitting and constructing each of Space Plan are hereinafter referred to as the “Improvements; and (iii) the total capital costs and the monthly capital costs required to design, engineer, procure, permit and construct each of the Improvements”. (d) If Lessor does not agree to fund the cost of any Improvements, or otherwise is unable to do so, Lessee may make, or cause to be made, any such Improvements.