disapproval. If disapproved, ​ shall revise the ​ Space Plan to address ​’s concerns. Upon approval of the ​ Space Plan, ​ shall cause working drawings (hereafter called “​ Working Drawings”) of the ​ Improvements shown on the ​ Space Plan to be prepared and delivered to ​. The ​ Working Drawings shall consist of the plans and specifications in the form of working drawings or construction drawings identifying ​’s interior layout of the Premises, including complete sets of architectural, structural, mechanical, electrical, and plumbing working drawings for all ​ Improvements, in each case to the extent applicable. The ​ Working Drawings shall include written instructions or specifications as may be necessary or required to secure a building permit from the City of Eden Prairie for said improvements to commence in due course. The ​ Working Drawings shall be prepared by architects and engineers selected by ​ and reasonably approved by ​. Within five (5) business days after delivery of the ​ Working Drawings, ​ shall either reasonably approve the ​ Working Drawings or notify ​ of the reasons ​ does not reasonably approve them. ​ shall revise the ​ Working Drawings to address the concerns raised by ​ and then resubmit for ​’s approval pursuant to this Section.

In the event any revisions, changes, or substitutions are made with Tenant's consent to the Plans or the Approved Working Drawings or the Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be considered to be an "Over-Allowance Amount." The Over-Allowance Amount shall be paid by Tenant to Landlord, as Additional Rent, within ten (10) days after Tenant's receipt of invoice therefor. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any portion of Landlord's contribution to the construction of the Improvements.

Plans. If it has not done so already, within ten (10) days after the Phase 1 Expansion Space Delivery Date, ​ shall deliver to ​ a space plan (the “​ Phase 1 Space Plan”) depicting ​’s desired improvements in the Phase 1 Expansion Space (the “Phase 1 ​ Improvements”). Within ten (10) days after receipt of the ​ Phase 1 Space Plan, ​ will review and approve or disapprove the ​ Phase 1 Space Plan in its reasonable discretion. If ​ disapproves the ​ Phase 1 Space Plan, it shall state with particularity the reasons for such disapproval. If disapproved, ​ shall revise the ​ Phase 1 Space Plan to address ​’s concerns and resubmit to ​ for review and approval or disapproval. Upon approval of the ​ Phase 1 Space Plan, ​ shall cause working drawings (hereafter, “​ Phase 1 Working Drawings”) of the Phase 1 ​ Improvements shown on the ​ Phase 1 Space Plan to be prepared and delivered to ​. The ​ Phase 1 Working Drawings shall consist of the plans and specifications in the form of working drawings or construction drawings identifying ​’s interior layout of the Phase 1 Expansion Space, including complete sets of architectural, structural, mechanical, electrical, and plumbing working drawings for all Phase 1 ​ Improvements, in each case to the extent applicable. The ​ Phase 1 Working Drawings shall include written instructions or specifications as may be necessary or required to secure a building permit from the City of Eden Prairie for said improvements to commence in due course. The ​ Phase 1 Working Drawings shall be prepared by architects and engineers selected by ​ and reasonably approved by

General Matters regarding Plans and Specifications. Landlord has caused its architect, Little Architects (“Landlord’s Architect”), to prepare the preliminary plans and specifications for the Leasehold Improvements, as defined below (the “Space Plan”), which has been approved by the parties and is attached hereto as [Exhibit A] and shall be used by Landlord’s Architect to complete the construction drawings (the “Construction Drawings”), which Construction Drawings will be subject to the review and approval of Landlord and Tenant. The Construction Drawings will be provided to the general contractor selected for the construction (the “Contractor”). Based upon such Construction Drawings, the final pricing for the build-out (the “Final Pricing”) will be prepared by the Contractor and will be subject to the mutual approval of Landlord and Tenant.

No Liability. Landlord has previously provided to Tenant a set of the Building Plans. Tenant’s Architect shall be responsible for performing all necessary field measurements and confirming the completeness and accuracy of such drawings. Landlord’s sole interest in reviewing and approving the Space Plan, the Preliminary Plans and Final Working Drawings is to protect the Building and Landlord’s interests, and no such review or approval by Landlord shall be deemed to # create any liability of any kind on the part of Landlord, including, but not limited to, liability for design, engineering or fitness for a particular purpose, or # constitute a representation on the part of Landlord or any person consulted by Landlord in connection with such review and approval that the Space Plan, the Preliminary Plans or Final Working Drawings are correct or accurate, or are in compliance with any Applicable Laws or the requirements of this Agreement. Without limiting the foregoing, Tenant shall be responsible for ensuring # that all elements of the design of the Final Working Drawings comply with Applicable Laws and are otherwise suitable for Tenant’s use of the Premises, and # that no Tenant Improvement impairs any Base Building Systems or Landlord’s ability to perform its obligations under this Agreement or the Lease, and Landlord’s approval of the Final Working Drawings shall not relieve Tenant from such responsibility. Further, if Landlord incurs any cost as a result of any failure of the Final Working Drawings to comply with Applicable Laws or as a result of any impairment of any Base Building Systems or of Landlord’s ability to perform its obligations under this Agreement or the Lease resulting from any defect in the Final Working Drawings, then Tenant, upon written notice and request from Landlord, shall, at Landlord’s option, either # assign to Landlord any right Tenant may have under the Design Professional Agreements (defined below) to recover such cost from Tenant’s Architect and/or Engineers, as the case may be, or # at Tenant’s expense, use reasonable efforts to enforce such right directly against Tenant’s Architect and/or Engineers, as the case may be, for Landlord’s benefit. As used herein, “Design Professional Agreements” means the agreements between Tenant and Tenant’s Architect and Engineers pursuant to which the Approved TI Construction Drawings have been or will be prepared.

Tenant Improvements Defined. As used herein, “Tenant Improvements” shall mean all improvements to the Premises of a fixed and permanent nature as shown on the Tl Construction Drawings, as defined in [Section 2(c)] below. Other than Landlord’s Work (as defined in [Section 3(a)] below), Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy. Landlord and Tenant acknowledge and agree that a portion of the Premises, as reflected in the Space Plan, will not be improved as part of the Tenant Improvements as Tenant has indicated that it does not require that such portion of the Premises be improved in connection with its operations in the Premises. Upon request from Tenant, Landlord shall provide Tenant with notice of planned meetings regarding the design and construction of the tenant improvements. Tenant shall have a right to have a representative present for all design and construction meetings relating to the Tenant Improvements.

Approved TI Plans: Plans and specifications prepared by the applicable Architect for the Tenant Improvements and approved by Landlord and Tenant in accordance with Paragraph 2 of this Tenant Work Letter, subject to further modification from time to time to the extent provided in and in accordance with such Paragraph 2.

Third Floor Alterations. Tenant has advised Landlord that Tenant desires to perform certain alterations to the Third Floor Additional Premises prior to commencing business therein, other than the work required by this Amendment to be performed by Landlord (the “Third Floor Alterations”). Prior to commencing construction of the Third Floor Alterations, Tenant shall furnish to Landlord, for Landlord’s reasonable approval, working drawings that # show the lay-out of the alterations and finishes, # separately note any proposed structural work or extraordinary electrical, plumbing or HVAC requirements, # conform to Landlord’s base building requirements and construction requirements then applicable to the Building (the “Condition of Construction”) and applicable building codes and other local, state or federal law, ordinance, rule, regulation, code, or order of any governmental entity or insurance requirements (collectively, “Legal Requirements”), and # are in sufficient detail as to enable the selected contractor to obtain all necessary governmental permits for commencement of the Third Floor Alterations and to secure complete bids from qualified contractors to perform the work. (Landlord will, at Tenant’s request, review any interim space plans, prior to Tenant’s completion of the aforementioned working drawings.) The working drawings, as approved in writing by Tenant and Landlord, are hereinafter called the “Final Plans.” Any subsequent revisions to the Final Plans shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld.

Permits. Tenant shall cause Tenant’s Architect to promptly submit the Approved TI Construction Drawings to the appropriate authorities to obtain all city, county and state permits, authorizations and approvals (the “Permits”) which may be required to allow Tenant’s Contractor to commence and fully complete the construction of the Tenant Improvements described in the Approved TI Construction Drawings. Neither Landlord nor Landlord’s Architect shall be responsible for obtaining any Permits or the certificate of occupancy for the Premises, and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord will cooperate with Tenant in executing permit applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such Permit or certificate of occupancy. Any changes or modifications to the Approved TI Construction Drawings that may be necessary to obtain any such Permits, or which may be required by city officials or inspectors to comply with code rulings or interpretations, shall be prepared by Tenant’s Architect, at Tenant’s expense (provided that to the extent funds are available, such expense may be reimbursed from the Tenant Improvement Allowance), and submitted to Landlord for Landlord’s review and approval as a Plan Modification under [Section 2.2.6]. The procedure in [Section 2.2.5] for approval shall be pursued until Landlord approves the Plan Modification and all Permits have been obtained for the Approved TI Construction Drawings, as so amended.

Permitted Allowance Items. The Tenant Improvement Allowance shall be disbursed by Landlord only for the payment or reimbursement of the following items and costs (collectively, the “Permitted Allowance Items”): # costs of preparing the Space Plan, the Preliminary Plans, and the Approved TI Construction Drawings, # the cost of obtaining Permits, # the documented cost of performing the Tenant Improvement Work, including the cost of procuring, constructing and installing all construction materials, # the cost of any change to the Base Building Improvements required by the Approved TI Construction Drawings, including all direct architectural and/or engineering fees and expenses incurred in connection therewith, and # the costs and fees related to the management and supervision of the Tenant Improvement Work for Tenant’s benefit. From time to time during the course of construction, Landlord may charge against the Tenant Improvement Allowance any and all Permitted Allowance Items incurred by Landlord, including, without limitation, any increased costs incurred by Landlord as a result of, or in connection with, Plan Modifications or any Tenant Delay. Permitted Allowance Items shall not include furnishings, fixtures, equipment and other personal property, including cabling, switches, servers, routers and similar data and telecommunications equipment costs.