Common use of Allowance Clause in Contracts

Allowance. (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to will provide Tenant an allowance (the “Tenant Allowance”) equal to Fifteen and No/100 ($15.00) Dollars per square foot of up Rentable Area in each Phase of the Premises, which equals a, total amount of Four Hundred Eighty-Five Thousand Two Hundred Thirty-Five and No/100 ($485,235.00) Dollars for Phase 1, and Four Hundred Fourteen Thousand Nine Hundred Ninety and No/100 ($414,990.00) Dollars for Phase 2 (subject to $80,000, to install, supply and otherwise to construct adjustment as provided in Section 1 of the Lease). To the extent that the total cost of the construction of the Tenant Improvements in to the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of exceeds the Tenant Improvement Allowance based on the Construction Budget, Tenant shall pay the full amount of such excess (“Tenant’s Costs”) as follows: (i) Prior to commencement of construction of the Tenant Improvements, Tenant shall pay Landlord an amount equal to twenty-five (25%) percent of the Tenant’s Costs, as such amount is then determined by reference to the Construction Budget. Such twenty-five (25%) percent shall be maintained in an interest-bearing escrow account non-commingled with the Landlord’s other funds until such time as Tenant has paid to Landlord the remaining seventy-five (75%) percent of the Tenant’s Costs, at which time Landlord; will utilize such twenty-five (25%) percent (plus accrued interest) for additional costs incurred in the upfit that are approved monthly payments of Tenant’s Costs, as described below. (ii) The remaining seventy-five (75%) percent of Tenant’s Costs shall be paid by Tenant to Landlord in writingmonthly installments, based upon requests for payment submitted by Landlord not more than monthly. The Each request for payment shall be accompanied by a copy of the documentation submitted or to be submitted by Landlord to its construction lender as an application for draws under Landlord’s construction loan (including, without limitation, a certification by the Architect that all work up to the date of the request for payment has been substantially completed, along with any partial releases of lien and/or contractor affidavits based on partial payment). Tenant Improvement Allowance shall pay to Landlord, within ten (10) days after submission of such items, an amount equal to Tenant’s pro-rata share of the cost of the Tenant Improvements. In the event Tenant disputes any payment required to be made, the approval of a draw request by Landlord’s construction lender shall be evidence that the payment is properly due from Tenant; provided, however, that if Tenant has a bona fide, good faith dispute as to whether a payment is properly due, Tenant may not be used by elect to pay such amount “under protest,” so that Tenant may reserve its rights with respect to such payments. (iii) After Substantial Completion of each Phase, Landlord shall submit to Tenant a final accounting of Tenant’s Costs together with reasonable supporting documentation (including, without limitation, invoices from those to whom remaining amounts are due, to the extent available). Within thirty (30) days thereafter, Tenant shall pay Landlord the then remaining balance of Tenant’s Costs, or Landlord shall reimburse Tenant as an offset against to any rent excess amounts previously paid, as the case may be. Tenant’s Costs represent a reimbursement of monies expended by Landlord on Tenant’s behalf. Payment when due shall be a condition to Landlord’s continued performance under this Workletter. Any delay in construction of the Tenant Improvements or in Tenant taking occupancy of the Premises resulting from Tenant’s failure to make any Tenant’s Costs payments when due hereundershall be Tenant’s responsibility. Tenant’s failure to pay any portion of Tenant’s Costs when due shall constitute a default under the Lease (subject to any applicable notice requirements or grace periods), entitling Landlord to all of its remedies thereunder. (b) The Tenant agrees to pay to Landlord, within thirty (30) days Allowance shall be used for the cost of receipt of an invoice, all costs and expenses in excess the construction of the Tenant Improvement Allowance incurred Improvements (including, without limitation, reasonable architectural and engineering fees (subject to the limitation in connection with Section 3(d), above) and permitting fees to the extent applicable to the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writingonly). Tenant will be billed shall receive a credit against the Base Rent to become due under the Lease for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval any unused portion of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of Allowance, but in no event shall such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereundercredit exceed $50,000.00. (c) Unless otherwise specified In addition to the Tenant Allowance, Landlord will make available to Tenant an additional allowance of up to One Hundred Fifty Thousand and No/100 ($150,000.00) Dollars for each of Phase 1 and Phase 2 to be used to fund the increased capacity of the HVAC system over the HVAC system being provided as part of the Shell Improvements, as described in Exhibit D (the Plans“Additional Allowance”). Tenant shall repay the Additional Allowance (plus simple interest at the rate of nine (9%) percent per annum), materials used plus sales tax, to Landlord as follows: Commencing on the Commencement Date of each Phase and continuing on the first day of each month thereafter throughout the fifteen (15) year Term of each Phase, Tenant shall pay to Landlord (along with Tenant’s regular monthly payments of Base Rent, with the same provisions for late charges and defaults as applicable to Base Rent payments) an amount sufficient to fully amortize the Additional Allowance (plus interest as set forth above), over such period, plus sales tax. Any default by Tenant with respect to the Additional Allowance shall also be deemed to be a default under the Lease. Any costs for such increased HVAC capacity as described in its upfit at Exhibit D in excess of the Building Additional Allowance shall be customary for this type paid to Landlord as part of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordTenant’s Costs. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) In accordance with the terms and procedures specified below, Landlord agrees shall pay to provide Tenant for the Improvements, an allowance allowance, not to exceed the sum of up to $80,00032.50 per square foot of Rentable Area within Expansion Space, to installwhich shall mean 9,271 square feet, supply and otherwise to construct the Tenant Improvements except in the Premises event the demising wall is erected in a location different from that will become as indicated on Exhibit A attached hereto, or the Expansion Space plan as depicted on Exhibit A is otherwise modified after this First Amendment is executed, and as a result the Rentable Area of the Expansion Space is increased or decreased, in which case the Allowance (and Space Planning Allowance) shall be calculated as provided in Section 4 of this First Amendment (the “Allowance”). In addition to the Allowance and not a part of the Building Allowance, Landlord shall (a) reimburse Tenant an amount, not to exceed the sum of $0.15 per square foot of Usable Area within Expansion Space, for architectural services and space planning (the "Tenant Improvement “Space Planning Allowance"”); (b) an amount not to exceed $1,920.00 for the removal of a supplemental HVAC system above the Expansion Space ceiling and disconnection of the fire life safety component connected thereto, if reasonably necessary or required by applicable law (the “HVAC Restoration Allowance”); and an amount not to exceed $520.00 for the removal of a cabling and wiring above the Expansion Space ceiling (the “Cabling Restoration Allowance”). Tenant is fully responsible The HVAC Restoration Allowance and the Cabling Restoration Allowance each shall be separate allowances for reimbursements for the payment of all costs in connection individual purposes intended and may not be comingled with the Tenant Improvements in excess of Allowance or Space Planning Allowance (and the Tenant Improvement HVAC Restoration Allowance for additional costs incurred in and the upfit that are approved by Tenant in writing. The Tenant Improvement Cabling Restoration Allowance may not be used comingled). The removal of the supplemental HVAC and the cabling and wiring shall be performed in good workmanlike manner and Tenant shall repair any damage caused by such removal. Notwithstanding the maximum amounts of the HVAC Restoration Allowance and the Cabling Restoration Allowance referred to above, if Tenant’s Contractor engages Landlord’s preferred subcontractors for the HVAC and cabling restoration work, and if the costs for the HVAC restoration and cabling restoration work exceeds the HVAC Restoration Allowance and/or the Cabling Restoration Allowance, respectively, Landlord shall pay such excess costs by funding the excess amount to either or both the HVAC Restoration Allowance and the Cabling Restoration Allowance. Landlord’s preferred subcontractors are as follows: Southland Electrical Contractors (cabling restoration work); MK Heating & Air Inc. (HVAC restoration work); and Chubb Fire and Safety Inc. (fire life safety disconnection related to HVAC restoration, if necessary). [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. The Allowance, Space Planning Allowance, HVAC Restoration Allowance and the Cabling Restoration Allowance shall be available for disbursement to the Tenant through December 31, 2013 (which date shall be extended day-for-day for each day the Expansion Date is extended beyond December 27, 2012, if any, in accordance with the terms of this First Amendment) (the “Outside Allowance Date”) and thereafter Landlord shall have no obligation to disburse any portions of the Allowance, Space Planning Allowance, the HVAC Restoration Allowance or the Cabling Restoration Allowance, provided, however, that if Tenant has complied with all of the conditions precedent required for disbursement of the Allowance, Space Planning Allowance, the HVAC Restoration Allowance and the Cabling Restoration Allowance, as an offset against any rent payments due hereunder. (b) applicable, prior to the Outside Allowance Date but Landlord has not yet disbursed such the amount requested then, subject to Tenant’s compliance with the terms and conditions of this Exhibit B, Tenant agrees shall be entitled to pay such disbursement. Landlord shall deliver written notice to Landlord, within Tenant not later than thirty (30) days of receipt of an invoice, all costs and expenses prior to the Outside Allowance Date if at such time there is a balance remaining in excess the amount of the Tenant Improvement Allowance, Space Planning Allowance, the HVAC Restoration Allowance incurred in connection with and the Tenant Improvements to the extent the costs and expenses are approved Cabling Restoration Allowance available for use by Tenant in writingTenant. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses The Outside Allowance Date shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates extended day for the Tenant Improvements; (ii) forty-five percent (45%) of day for each day Landlord fails to give such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereundernotice. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees shall contribute to provide an allowance of up to $80,000, to install, supply the costs and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment expenses of all costs for the planning, design, permitting, construction and construction management of the Suite 750 Improvements, in connection an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided the Lease as hereby amended is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance to Tenant consistent with the Tenant Improvements in excess terms and conditions of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderthis Section. (b) The Allowance shall be payable to Tenant agrees upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to pay any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days days, unless Landlord notifies Tenant, in writing, of receipt its rejection (and the reasons therefor) of an invoice, any or all costs and expenses in excess of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant Improvement Allowance incurred shall submit to Landlord Tenant’s final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises (including Suite 750), if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the Tenant Improvements to final Draw Request, Landlord shall disburse the extent Allowance less the costs and expenses are approved Construction Management Fee. Payment of the final Draw Request by Tenant in writing. Tenant will Landlord shall be billed for such costs and expenses as follows and will pay said costs and expenses made within thirty (30) days days, unless Landlord notifies Tenant, in writing, of invoice: its rejection (i) fifty percent (50%and the reasons therefor) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval any or all of the cost estimates for final Draw Request. To the Tenant Improvements; (ii) forty-five percent (45%) extent Landlord does not so reject any portion of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitsaid Draw Request, Landlord shall have timely pay such acceptable portion of the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitfinal Draw Request.

Allowance. (a) Landlord agrees to provide an allowance of up to $80,00030.00 per rentable square foot of the Second Expansion Space, to design, engineer, install, supply and otherwise to construct the Tenant Second Expansion Improvements in the Premises Second Expansion Space that will become a part of the Building (the "Tenant Improvement “Allowance"”). Tenant is fully responsible for the payment of all costs in connection with the Tenant Second Expansion Improvements in excess of the Allowance. In connection with Tenant’s expansion into the Second Expansion Space, Tenant Improvement may use up to $5.00 per rentable square foot of the Second Expansion Space of the Allowance (the “Moving Allowance”) for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all Tenant’s actual out-of-pocket costs and expenses associated with (i) signage, (ii) telephone and data/network cabling, (iii) security, (iv) purchase of new fumiture or (v) moving expenses, with the Moving Allowance applied in order from (i) to (v) to the extent reasonably possible. Tenant shall deliver to Landlord copies of paid invoices and any other reasonable documentation requested by Landlord evidencing the amount of Tenant’s out-of-pocket relocation costs, along with final lien waivers from any contractors and service providers performing any work or providing materials. Landlord shall reimburse Tenant the amount of the documented costs, up to the maximum amount of the Moving Allowance, within 10 business days following receipt of the foregoing documents. Tenant shall be solely responsible for any such costs in excess of the Tenant Improvement Allowance incurred in connection with maximum amount of the Tenant Improvements Moving Allowance. Notwithstanding any provision herein to the extent contrary, the costs and expenses are approved Moving Allowance is only available for Tenant’s use until December 1, 2012. Any portion of the Moving Allowance not used by December 1, 2012, shall be deemed forfeited by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall no longer be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderavailable for Tenant’s use. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees Upon and subject to provide an allowance the terms and conditions of up to $80,000this Section 7, to install, supply and otherwise to construct Sublandlord shall reimburse Subtenant for the Tenant Improvements costs of completing the laboratory build out in the current warm shell laboratory space in the Subleased Premises that will become a part (the “Sublease Alterations”); provided, however, Sublandlord’s obligation to reimburse Subtenant for the Sublease Alterations shall be limited to the lesser of (A) actual construction costs incurred by third parties on behalf of Subtenant in its construction of the Building Sublease Alterations; and (B) an amount up to, but not exceeding, $250,000.00 (the "Tenant Improvement “Allowance"”). Tenant is fully responsible for Sublandlord shall pay the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, Subtenant within thirty (30) days of after Sublandlord’s receipt of an invoiceSubtenant’s written request (the “Disbursement Request”) therefor accompanied by partial, all costs conditional lien waivers and expenses in excess copies of invoices from third parties providing services as part of the Tenant Improvement Sublease Alterations using AIA G701/702/703 documents, disbursed in the following increments: (a) 20% of the Allowance incurred in connection with no earlier than thirty (30) days following the Tenant Improvements Sublease Rent Commencement Date to the extent of paid invoices submitted. (b) 20% of the costs Allowance no earlier than sixty (60) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. (c) 20% of the Allowance no earlier than ninety (90) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. (d) 25% of the Allowance no earlier than one hundred and expenses are approved twenty (120) days following the Sublease Rent Commencement Date to the extent of paid invoices submitted. Each Disbursement Request shall be signed by Tenant in writingSubtenant. Tenant will Sublandlord shall have no obligation to disburse any portion of the Allowance if there is a monetary Event of Default or a material, non-monetary Event of Default outstanding under the Sublease until such Event of Default is cured. Each Disbursement Request pursuant to this Section 7 must be billed for such costs accompanied by copies of paid invoices as evidenced by unconditional progress waivers from contractors and expenses as follows and will pay said costs and expenses subcontractors. Notwithstanding the foregoing, the final disbursement of the remaining 15% of the Allowance shall be disbursed within thirty (30) days after Subtenant’s written request therefor once Subtenant has substantially completed all of invoicethe Sublease Alterations in accordance with the approved plans and specifications, all building permits issued in connection with the Sublease Alterations, all applicable laws and the terms and provisions of this Section 7. Such final Disbursement Request shall be accompanied by: (i) fifty percent (50%) of such third-party invoices for costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of incurred by Subtenant in constructing the cost estimates for the Tenant ImprovementsSublease Alterations; (ii) forty-five percent (45%) of evidence that Subtenant has paid the invoices for such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenantcosts; (iii) five percent final, unconditional lien waivers and mechanics’ lien releases from any contractor or subcontractor who has constructed any portion of Sublease Alterations or any materialman who has supplied materials used or incorporated into any portion of the Sublease Alterations (5%if applicable), all such waivers and releases to be in the forms prescribed by California Civil Code Section 3262; and (iv) a copy of the certificate of occupancy for the Subleased Premises. All bills for the Sublease Alterations must be submitted to Sublandlord within six (6) months after the Sublease Rent Commencement Date, and Sublandlord will make no further payments related to the Sublease Alterations after such costs and expenses six (6)-month period. Any unfunded portion of the Allowance shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderdeemed forfeited. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the Allowance which request shall include: (a) Landlord agrees to provide an allowance “as-built” drawings showing all of up to $80,000Tenant Improvements; (b) a detailed breakdown of Tenant's final and total construction costs, to installtogether with receipted invoices showing payment thereof; (c) a certified, supply and otherwise to construct written statement from the Architect that all of Tenant Improvements has been completed in accordance with the Premises that will become a part of Drawings; (d) all required AIA forms, supporting final lien waivers, and releases executed by the Building (Architect, General Contractor, the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of Major Subcontractors and all costs subcontractors and suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements in excess and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvement Allowance for additional costs incurred in Improvements. Upon Landlord's Representatives receipt and approval of the upfit that are approved Draw Request, Landlord shall pay the balance of the Allowance. Payment by Tenant in writing. The Tenant Improvement Allowance may not Landlord shall be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, made within thirty (30) days days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of receipt its rejection (and the reasons therefor) of an invoice, any or all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with Draw Request. To the Tenant Improvements extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the extent contrary, but subject to Section 1 of this Work Letter, Landlord will pay the costs and expenses are approved by amount of the Allowance to Tenant in writingprogress payments (not more often than monthly). Tenant Such progress payments will be billed for such costs and expenses as follows and will pay said costs and expenses within made not later than thirty (30) days after receipt by Landlord’s Representative from Tenant’s Representative of invoice: (i) fifty copies of Tenant’s invoices from its Architect or General Contractor together with a certificate from Tenant’s Representative indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the applicable portion of the Expansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (5010%) of such costs and expenses retainage (which shall not be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit released until such time as Tenant shall cure Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such default progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and any delay materials reflected in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitthe invoices submitted for the immediately preceding progress payment.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord agrees of construction of Tenant’s Work pursuant to provide an allowance the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of up any architect, space planner, engineer, or similar construction professional or which are direct payments made to $80,000applicable authorities for permitting and license fees; provided, to installhowever, supply and otherwise to construct that in no event shall the Tenant Improvements in the Premises that will become a part Eligible Soft Costs exceed fifteen percent (15%) of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible total Allowance or be used for the payment of all costs services provided in connection with the Tenant Improvements in excess negotiation of the Tenant Improvement Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to Landlord, be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of an invoiceTenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all costs contractors and expenses subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Tenant Improvement Allowance. Further, the Allowance incurred shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in connection accordance with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days terms of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should or before December 31, 2017 at which time Tenant default under this Exhibit, Landlord shall have hereby waives any and all rights to any unused portion of the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this ExhibitAllowance.

Allowance. (a) Landlord agrees to provide shall pay an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part under one of the Building following provisions, as applicable (the "Tenant Improvement “Expansion Space Allowance"”). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement The Expansion Space Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of disbursed following the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder Expansion Space Commencement Date in the same manner and subject to the same conditions as a default provided for the disbursement of the Allowance for the Initial Premises under Exhibit C except that Tenant in paying Base Rent hereundershall have two (2) years from the Expansion Space Commencement Date to use the Allowance. The Expansion Space Allowance may be used for the same items as the initial Allowance. (ci) Unless otherwise specified If Landlord has constructed Qualifying Improvements in the PlansExpansion Space, materials used and the Expansion Space has not been occupied by Tenant in its upfit at an Interim Tenant, the Building Expansion Space Allowance shall be customary for this type equal to Ten Dollars ($10.00) per square foot of upfit and Building and readily available Rentable Area in the market where Expansion Space and Tenant shall make any necessary alterations to the Building is located, all as reasonably determined by LandlordExpansion Space under the terms and conditions of Section 8.4 below. (dii) The Final Plans are included on Exhibit B.If Landlord has constructed Qualifying Improvements in the Expansion Space, and the Expansion Space has been occupied by an Interim Tenant, the Expansion Space Allowance shall be equal to Fifteen Dollars ($15.00) per square foot of Rentable Area in the Expansion Space and Tenant shall make any necessary alterations to the Expansion Space under the terms and conditions of Section 8.4 below. (eiii) Should Tenant default under this ExhibitIf Landlord has not constructed Qualifying Improvements in the Expansion Space, Landlord the Expansion Space Allowance shall have be equal to Fifty-two and 50/100 Dollars ($52.50) per square foot of Rentable Area in the right to cease all work under this Exhibit until such time as Expansion Space and Tenant shall cure any such default construct improvements in the Expansion Space under the terms and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitconditions of Exhibit C attached hereto.

Allowance. (a) Landlord agrees shall contribute to provide an allowance of up to $80,000, to install, supply the costs and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment expenses of all costs in connection with for the Tenant Improvements in excess planning, design, permitting, construction and construction management of the Tenant Improvement Improvements, in an amount not to exceed Allowance. If the final costs for Tenant’s Work exceed Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and effect and Tenant is not in default hereunder beyond any applicable notice and cure period, Landlord shall pay the Allowance for additional costs incurred in to Tenant consistent with the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderterms and conditions of this Section. (b) The Allowance shall be payable to Tenant agrees upon written requisition (“Draw Request”) in installments as the Tenant’s Work progresses, but in no event more frequently than on one (1) occasion during any thirty (30) day period. Landlord may withhold ten percent (10%) of the Allowance (on each Draw Request) until such time as Landlord has received the final Draw Request. The amount of each installment of the Allowance payable pursuant to pay any such Draw Request shall be an amount equal to the actual costs paid by Tenant for completed portions of the Tenant’s Work referenced in such Draw Request (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), less the applicable retainage. Prior to the release of any such installment, Tenant shall deliver to Landlord such Draw Request which shall be accompanied by (i) paid invoices for the Tenant’s Work performed since the last disbursement subject to customary retentions; (ii) a certificate signed by the Architect or Tenant’s Representative certifying that the Tenant’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the Drawings; and (iii) partial lien waivers by the general contractor and all Major Subcontractors for work covered by the prior disbursement. Upon Landlord’s receipt and approval of the Draw Request, Landlord shall disburse the Allowance less the allocable portion of the Construction Management Fee. Payment by Landlord shall be made within thirty (30) days days, unless Landlord notifies Tenant, in writing, of receipt its rejection (and the reasons therefor) of an invoice, any or all costs and expenses in excess of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay such acceptable portion of the Draw Request. (c) Following the Substantial Completion Date (as defined below), Tenant Improvement Allowance incurred shall submit to Landlord Tenant’s 42 final Draw Request which shall include (i) “as built” drawings showing all of Tenant’s Work, (ii) a detailed breakdown of Tenant’s final and total construction costs, together with receipted invoices showing payment thereof, (iii) a certified, written statement from the Architect that all of Tenant’s Work has been completed in accordance with the Drawings, (iv) supporting final lien waivers, and releases executed by the General Contractor, and the Major Subcontractors, and (v) a copy of a certificate of occupancy or temporary certificate of occupancy required with respect to the Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant’s Work. Upon Landlord’s receipt and approval of the Tenant Improvements to final Draw Request, Landlord shall disburse the extent Allowance less the costs and expenses are approved Construction Management Fee. Payment of the final Draw Request by Tenant in writing. Tenant will Landlord shall be billed for such costs and expenses as follows and will pay said costs and expenses made within thirty (30) days days, unless Landlord notifies Tenant, in writing, of invoice: its rejection (i) fifty percent (50%and the reasons therefor) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval any or all of the cost estimates for final Draw Request. To the Tenant Improvements; (ii) forty-five percent (45%) extent Landlord does not so reject any portion of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitsaid Draw Request, Landlord shall have timely pay such acceptable portion of the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitfinal Draw Request.

Allowance. (a) Landlord agrees shall provide to provide Tenant, an allowance of (x) up to Sixty and No/100 Dollars ($80,00060.00) per rentable square foot of the Fifth Amendment Expansion Space (the “ES Allowance”), (y) up to install12/100 Dollars ($0.12) per rentable square foot of the Fifth Amendment Expansion Space (the “SP Allowance”) and (z) up to Two and 50/100 Dollars ($2.50) per rentable square foot of the Fifth Amendment Expansion Space (the “Bathroom Allowance”; together with the ES Allowance and the SP Allowance, supply the “Allowance”), subject to the terms and otherwise conditions set forth herein. The Allowance shall be used by Tenant to construct pay for the cost of Tenant’s construction of the Tenant Improvements, including, without limitation, hard construction costs, soft costs (such as permitting, architectural and engineering fees) voice and data wiring and cabling costs and furniture, fixtures and equipment expenses; provided, however, the Bathroom Allowance shall be used only for Tenant Improvements in the Premises that will become a part bathroom(s) for the Phase 2 Expansion Space. All Tenant Improvements shall be (a) subject to all other terms and conditions of the Building Lease; (the "Tenant Improvement Allowance")b) based on plans previously approved by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; (c) performed in a good and workmanlike manner by contractors previously approved by Landlord, such approval shall not be unreasonably withheld, and (d) be in compliance with all applicable laws and regulations. Tenant is fully responsible for the payment of all costs Any approval (including deemed approval) by Landlord in connection with the Tenant Improvements in excess shall be subject to the terms and conditions of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingLease. The Allowance shall be payable directly to Tenant Improvement by Landlord and Landlord shall disburse the Allowance may not be used by to Tenant as an offset against any rent payments due hereunder. on a periodic basis (bbut no more than once per month) within 30 days after receipt from Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoiceof: (i) fifty percent (50%) reasonable documentation of payment by Tenant for materials and labor, as the case may be, with respect to the Tenant Improvements that are the subject of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvementsrequisition; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and partial lien waivers or final lien waivers, as applicable, from any contractors or laborers hired by Tenant to perform any Tenant Improvements in the Premises are ready for delivery to TenantFifth Amendment Expansion Space and/or Original Premises; (iii) five percent prior to the final requisition only, a certificate of occupancy or equivalent document issued by a local government agency or building department certifying the Tenant Improvements compliance with applicable building codes and other laws, and indicating the Phase 1 Expansion Space, and/or Original Premises (5%as applicable) to be in a condition suitable for occupancy; and (iv) any other information or materials reasonably requested by Landlord with respect to the requisition or Tenant Improvements in question. Any portion of such costs and expenses the Allowance which has not been properly requisitioned by Tenant on or before the last day of the twenty-fourth (24th) calendar month following the Phase 2 Expansion Effective Date shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used deemed forfeited by Tenant in its upfit at and Landlord shall have no further obligation with respect thereto. Notwithstanding the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitforegoing, Landlord shall have the right not be obligated to cease all work under this Exhibit until such time as pay any Allowance (and Tenant shall cure not be permitted to submit any such requisition for any portion of the Allowance) at any time when there exists a default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitthe Lease, beyond applicable notice and cure periods. Notwithstanding anything to the contrary contained in the Lease, in no event shall Tenant be obligated to pay Landlord a supervisory or oversight fee for the completion of the Tenant Improvements, nor shall Tenant be obligated to provide any secure assurances for the completion of the same.

Allowance. (a) So long as Tenant is not in default of this Lease, and subject to the limitations described in the next following paragraph, Landlord agrees shall pay to provide Tenant's contractors and materialmen, as a “Construction Allowance” an allowance of amount up to $80,000, 5,258,025.00 ($75.00 psf) to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. for planning, architectural/engineering fees, demolition, Tenant's Work construction costs, and construction management/oversight fees, furniture, fixtures and equipment expenses and moving expenses (b) Tenant agrees collectively, the “Actual Construction Costs”), which said amount shall be paid directly to pay to Landlord, Tenant's contractors and materialmen within thirty (30) days of receipt the last to occur of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved following: (a) all Tenant's Work performed by Tenant in writing. Tenant will be billed for such costs the Premises shall have been substantially completed in accordance with the provisions of the Exhibits of this Lease and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvementsplans and specifications; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) Tenant shall be have furnished Landlord a default hereunder and shall be treated hereunder in the same manner as standard sworn “owners” statement /affidavit for Tenant's Work, (c)Tenant shall• have furnished Landlord a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary stai1dard sworn “general contractor's” statement /affidavit for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. Tenant's Work; (d) The Final Plans are included on Exhibit B. Tenant shall have furnished to Landlord final lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work; (e) Should Tenant default under this Exhibit, shall have provided Landlord with a copy of the certificate of occupancy (or its equivalent) for the Premises issued by the appropriate governmental entity; and (f) Tenant shall have provided Landlord with “as-built” plans of Tenant's Work on a CD in Autocad format. Tenant shall have the right to cease all work under request that Landlord pay Tenant's contractors and materialmen a portion of the Construction Allowance monthly provided that Tenant complies with the provisions of subsections (b), (c) and (d) above (provided that to satisfy this Exhibit until such time as subsection [d], Tenant shall cure furnish Landlord partial lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work) and the amount Tenant's Work actually completed and installed in the Premises, for which payment is requested, is more than the amount of the Construction Allowance requested; and provided further that Tenant complies with subsections (a) through (f) above with regard to the final portion of the Construction Allowance. Tenant and Landlord shall establish a standard construction escrow at the office of the Landlord's title insurance company (the “Construction Escrow”) for the purpose of Landlord funding the Construction Allowance and Tenant paying the cost of Tenant's Work. Landlord and Tenant shall comply with the provisions of the Construction Escrow, and Tenant shall pay 100% of the cost of same. All payments for Tenant's Work shall be funded through the Construction Escrow. Unless required by Landlord's lenders or equity partners, the Construction Escrow will not require (i) that the title company issue date down mechanic lien endorsements every time part of the Construction Allowance is funded or (ii) that there be an inspecting architect who approves every draw; provided that if (i) and/or (ii) aforesaid is required, same shall be at Tenant's cost. Notwithstanding anything to the contrary contained herein, the Tenant shall use no more than the following amounts of the Construction Allowance toward the following Actual Construction Costs: (i) $788,703 for construction management/oversight fees; and (ii) $1,402,140 for furniture, fixtures and equipment expenses and moving expenses. Prior to beginning construction of Tenant's Work, Tenant shall provide Landlord with a budget showing the anticipated cost of Tenant's Work. If the budget for Tenant's Work indicates that the cost of Tenant's Work exceeds the amount of the Construction Allowance, before Landlord is obligated to fund any such default part of the Construction Allowance, Tenant shall, using its own funds, pay for the cost of that part of Tenant's Work that is in excess of the Construction Allowance and any delay in Tenant commencing and completing any such cure Tenant's payment of same, through the Construction Escrow, shall be a delay by Tenant under this Exhibitcondition to Landlord's obligation to pay the Construction Allowance.

Allowance. (a) Landlord agrees Section 12 of the Fifth Amendment is amended and restated in its entirety to provide an as follows: Landlord will provide Tenant with a cash allowance of up $2,332,700 (the “Allowance”) which Tenant may use, at its discretion, for remodeling, upgrades, alterations, equipment or other costs related to $80,000the Premises. The Allowance, the Relocation Allowance and the 19th Floor Expansion Allowance are collectively referred to install, supply as the “Allowances”. Disbursements of any portion of the Allowances for Alterations shall be paid to Tenant in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and otherwise to construct the Tenant Improvements sworn statement of contractor substantially in the Premises that will become form of AIA Document G-702 covering all work for which disbursement is to be made to a part date specified therein; (ii) a certification from an AIA architect substantially in the form of the Building Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested. Disbursements of any portion of the "Allowances for items other than Alterations shall be paid to Tenant Improvement Allowance")within 30 days after receipt of invoices for the cost incurred by Tenant. If Landlord fails to timely pay the Allowances or any portion thereof, Tenant’s obligation to pay Base Rent and Rent Adjustments (without interest or late charge) shall be deferred until the applicable portion of the Allowances is paid. Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against shall pay Landlord any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, Base Rent and Rent Adjustments so deferred within thirty (30) days of receipt of an invoice, all costs and expenses in excess after the applicable portion of the Allowances is paid to Tenant. Notwithstanding the foregoing, the amount of Base Rent and Rent Adjustments that Tenant Improvement Allowance incurred in connection with the Tenant Improvements is entitled to defer shall be limited to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval amount of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work Allowances that is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined not timely paid by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the “Allowance”) in the aggregate amount of $1,818,380.00 (i.e., $55.00 per rentable square foot of the Expansion Space plus $15.00 per rentable square foot of the Existing Premises) to be applied toward (a) Landlord agrees the Allowance Items (defined in Section 1.2 below) and/or (b) a credit against Base Rent applicable to provide an allowance the Expansion Space coming due under the Agreement from and after the last day of up the eighth (8th) full calendar month of the Expansion Term and/or (c) the cost of purchasing furniture, fixtures, and equipment to $80,000, to install, supply and otherwise to construct the Tenant Improvements be used in the Premises that will become a part by Tenant and/or (d) costs associated with the installation of telephone and data cabling, and/or (e) costs associated with moving into the Expansion Space. Notwithstanding the foregoing, the total portion of the Building Allowance that is applied toward items (b), (c), (d) and/or (e) shall not exceed, in the aggregate, $645,815.00 (i.e., $10.00 per rentable square foot of the Expansion Space plus $15.00 per rentable square foot of the Existing Premises). Tenant, by written notice to Landlord (the "“Allowance Notice”) shall advise Landlord of the manner in which Tenant Improvement desires to apply the Allowance"). Tenant Any portion of the Allowance that is fully responsible for applied toward the payment of all costs in connection with the Tenant Improvements in excess cost of the Tenant Improvement Work shall applied in accordance with Section 1.2 below. Any portion of the Allowance that is applied as a credit against Base Rent shall be applied against the installment of Base Rent for additional costs incurred in the upfit ninth (9th) full calendar month of the Expansion Term and, if necessary, consecutive calendar months thereafter. Any portion of the Allowance that are approved by is applied toward items (c), (d) and (e) shall be disbursed to Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to within 45 days after Landlord, within thirty (30) days of 's receipt of an invoicepaid invoices from Tenant with respect to Tenant's actual costs of items (c), (d) and (e) as described above; provided that Tenant shall also be required to provide Landlord with unconditional waivers of mechanics liens with respect to any items that relate to work of a type for which a mechanics lien could be potentially be filed. Tenant shall be responsible for all costs and expenses in excess of associated with the Tenant Improvement Work, including the costs of the Allowance incurred in connection with the Tenant Improvements Items, to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days exceed the lesser of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; Allowance, or (ii) forty-five percent (45%) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. Notwithstanding any contrary provision of such costs this Agreement, if Tenant fails to use the entire Allowance by December 31, 2016, the unused amount shall revert to Landlord and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitno further rights with respect thereto.

Allowance. (a) Landlord agrees to provide an allowance of up to $80,000as set forth in the Schedule, to design, engineer, install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement “Allowance"”). The Allowance shall be used for improvements to the Premises, including but not limited to costs of construction, space planning, design and architectural fees, engineering costs, and permits for Tenant’s buildout of the Premises as provided in this Workletter. Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance Allowance. After the Commencement Date, Tenant’s payment to Landlord of the Rent for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlordfirst calendar month, and Tenant’s occupancy of the Premises, and within thirty (30) days following Tenant’s written request therefor from Landlord, which request shall provide all receipts, invoices, lien waivers, and other documentation as may be reasonably requested by Landlord in substantiation of receipt such request (a “Disbursement Request”), Landlord shall disburse to Tenant the Allowance as substantiated in the Disbursement Request for payment by Tenant of an invoice, all costs and expenses in excess associated with the construction of the Tenant Improvement Allowance incurred in connection with Improvements or as otherwise permitted hereunder. WORKLETTER - 3 EXHIBIT D RULES AND REGULATIONS 1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be used for the Tenant Improvements disposal of trash, be obstructed by tenants, or be used by tenants or any purpose other than entrance to and exit from the extent Leased Premises and for going from one part of the costs Building to another part of the Building. 2. Plumbing fixtures shall be used only for the purposes for which they are designed, and expenses are approved no sweepings, rubbish, rags or other unsuitable materials shall be disposed into them. Damage resulting to any such fixtures from misuse by Tenant in writinga tenant shall be the liability of said tenant. 3. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses may not install ceiling-mounted or in-ceiling speakers within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderPremises. (c) Unless otherwise specified 4. Signs, advertisements, or notices visible in the Plans, materials used by Tenant in its upfit at or from public corridors or from outside the Building shall be customary for this type subject to Landlord’s prior written approval. 5. Movement in or out of upfit and Building and readily available in the market where the Building is locatedof furniture, office equipment, goods or any other bulky or heavy materials shall be restricted to such hours as Landlord shall reasonably designate. Landlord will determine the method and routing of said items so as to ensure the safety of all as reasonably determined by Landlordpersons and property concerned. Advance written notice of intent to move such items must be made to the Building management office. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord 6. Building management shall have the right authority to cease all work under this Exhibit until such time as Tenant shall cure any such default prescribe the manner that heavy furniture and any delay equipment are positioned. 7. Corridor doors, when not in Tenant commencing and completing any such cure use, shall be a delay by Tenant under this Exhibitkept closed.

Allowance. (a) Landlord agrees to provide Amount; Reimbursable Costs & Payment. Allowance means an allowance of amount up to a maximum of Four Hundred Seventy-One Thousand Eight Hundred Sixty and 00/100 Dollars ($80,000471,860.00) to reimburse Tenant for the actual costs of design, to installengineering, supply plan review, obtaining all approvals and otherwise to construct the permits, and construction of Tenant Improvements Work in the Premises that will become a part of (including the Building Construction Monitoring Fee), and shall be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (the "Tenant Improvement Allowance"as such term is defined herein). Tenant is fully responsible for For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingOriginal Lease. The Allowance shall be paid to Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days after the later of receipt of an invoice, all costs and expenses in excess final completion of the Tenant Improvement Allowance Work and Landlord's receipt of (i) a certificate of completion prepared by Tenant’s Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred in connection by Tenant with respect to the Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the Tenant Improvements items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs and expenses of the Tenant Work are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days less than the amount of invoice: (i) fifty percent (50%) of such costs and expenses the Allowance, then any balance remaining thereafter shall be due retained by Landlord as its sole property and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right no obligation or liability to cease all work under this Exhibit until Tenant with respect to such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitexcess.

Allowance. Subtenant shall be entitled to a one-time allowance in an amount not to exceed (i) $8,074,200 with respect to the 11th Floor and 12th Floor Subleased Premises in the aggregate (the “11th and 12th Floor Allowance”), and (ii) $2,422,260 with respect to the 10th Floor Subleased Premises (the “10th Floor Allowance”, and together with the 11th and 12th Floor Allowance, the “Allowance”), for the costs relating to the design, permitting and construction of the initial improvements be constructed by Subtenant that are to be permanently affixed in the 10th Floor Subleased Premises, the 11th Floor Subleased Premises and the 12th Floor Subleased Premises (as applicable, the “Subtenant Initial Improvements”). In clarification of the foregoing, the 11th and 12th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the eleventh (11th) and twelfth (12th) floors and the 10th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the tenth (10th) floor, and in no event will Sublandlord be obligated to make disbursements pursuant to this Work Agreement for an applicable portion of the Subleased Premises in an amount that exceeds the amount of the Allowance applicable to such portion of the Subleased Premises. Notwithstanding anything to the contrary set forth herein: (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part no portion of the Building 11th and 12th Floor Allowance shall be disbursed by Sublandlord after twenty four (24) months after the "Tenant Improvement Allowance"). Tenant is fully responsible Delivery Date for the payment of all costs in connection with the Tenant Improvements in excess 11th Floor and 12th Floor Subleased Premises; and any portion, if any, of the Tenant Improvement 11th and 12th Floor Allowance for additional costs incurred in the upfit that are approved is not disbursed by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder.Sublandlord on or before such date shall revert to Sublandlord and Subtenant shall have no rights thereto; and (b) Tenant agrees to pay to Landlordno portion of the 10th Floor Allowance, within shall be disbursed by Sublandlord after thirty (30) days of receipt of an invoicemonths after the Delivery Date for the 10th Floor Subleased Premises; and any portion, all costs and expenses in excess if any, of the Tenant Improvement 10th Floor Allowance incurred in connection with the Tenant Improvements that is not disbursed by Sublandlord on or before such date shall revert to the extent the costs Sublandlord and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord Subtenant shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitno rights thereto.

Allowance. Landlord shall provide Tenant with a tenant improvement allowance in an amount not greater than Nine Hundred Twenty-Two Thousand Two Hundred Twenty-Two and 00/100 Dollars (a$922,222.00) (the “Allowance”) to be applied to the cost to perform Landlord’s Work. A four percent (4%) construction project management fee based upon the total cost of Landlord’s Work shall be paid to Landlord agrees to provide an allowance out of the Allowance. Landlord shall pay the aggregate cost of Landlord’s Work up to $80,000, an amount not to install, supply exceed the Allowance and otherwise to construct Tenant shall pay the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement aggregate cost of the Landlord’s Work over the Allowance for additional costs incurred in (the upfit “Excess”). If Landlord estimates at any time or from time to time that are approved by there will be an Excess, Landlord shall notify Tenant in writingwriting of Landlord’s good faith estimate of the amount thereof, which estimate shall be itemized in reasonable detail. The Tenant Improvement Allowance may not be used shall pay Landlord’s good faith estimate of the Excess billed by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, Landlord within thirty (30) days of receipt of an invoice, all costs and expenses in excess after it receives Landlord’s bxxx therefor. In the event Tenant fails to timely pay any such good faith estimate of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for Excess, such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses failure shall be due deemed a Tenant Delay and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses Landlord shall be due and payable within 30 days entitled to suspend the performance of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit ’s Work until such time as such payment is received by Landlord. If the aggregate total cost of Landlord’s Work performed pursuant to this Work Letter is less than the Allowance, then Tenant shall cure may use any such default unused portion of the Allowance toward Tenant’s moving expenses from its existing location to the Premises and toward the cost of Tenant’s furniture, fixtures and equipment to be utilized by Tenant at the Premises and Tenant may use up to $40,448.33 of any delay in Tenant commencing and completing any such cure unused portion of the Allowance toward the next installment of Base Rent due hereunder. Any other remaining portion of the Allowance shall be a delay retained by Tenant under this ExhibitLandlord.

Allowance. (a) Landlord agrees shall pay to provide Tenant an allowance of up to --------- $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 2,112,012.00 (the "Tenant Improvement Allowance") towards the cost of the Tenant's Work (including the design fees of Tenant's architects and engineers). Payments shall be made to Tenant is fully responsible no more frequently than monthly and when and as Landlord receives waivers of lien from all contractors and subcontractors to the extent required by Landlord's lender, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for the payment Tenant's Work, to the reasonable satisfaction of all costs in connection with Landlord. Landlord shall, within twenty (20) days of a requisition therefor, pay to Tenant the Tenant Improvements in excess amount of the Tenant Improvement Allowance for additional costs incurred each such requisition. Such payments, in the upfit that are approved by aggregate, shall not exceed the Allowance. Landlord shall make final payment to Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days following the submission by Tenant of receipt a written statement from Tenant's architect or engineer that the Tenant's Work has been completed in accordance with the approved plans, a final lien waiver executed by Tenant's general contractor and a final certificate of an invoice, all costs and expenses in excess occupancy for the Premises. If Landlord fails to pay Tenant any portion of the Allowance properly payable by Landlord to Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs under this Section 3.2 and expenses are approved by Tenant in writing. Tenant will be billed such failure continues for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of written notice thereof from Tenant to remit Landlord and any payment required by this subsection (b) shall be holder of a default hereunder and shall be treated hereunder in the same manner as a default mortgage of which Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Planshas been given notice, materials used by then Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit set-off the amount thereof, together with interest at the Interest Rate (defined in Section 8.4 hereof), against the rent next payable by Tenant hereunder until such time as the aggregate amount so set-off by Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitequal the amount due from Landlord.

Allowance. (a) Subject to the improvement allowance provisions of this Article 3 and any other provisions of this Work Letter to the contrary, the Eleventh Amendment Tenant Improvements shall be constructed at Tenant’s sole cost and expense. Landlord agrees to shall provide Tenant an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in 122.50 per RSF of the Premises that will become a part of (i.e., up to $30,735,617.50, based on the Building Premises containing 250,903 RSF) (the "“Eleventh Amendment Tenant Improvement Allowance"). Tenant is fully responsible ”) for the payment cost of all costs design (subject to the limitations set forth in connection with the Tenant Improvements in excess this Section 3.1), permitting and construction of the Eleventh Amendment Tenant Improvements, plus a space planning allowance to pay for preparation of a space plan (copies of which shall be provided to Landlord in pdf format) of up to $0.15 per RSF of the Premises (i.e., up to $37,635.45, based on the Premises containing 250,903 RSF) (the “Space Planning Allowance”); provided, however, in no event will Landlord be required to disburse any portion of the Eleventh Amendment Tenant Improvement Allowance for additional costs incurred in or the upfit that are approved by Tenant in writingSpace Planning Allowance prior to the Extended Term Commencement Date. The Eleventh Amendment Tenant Improvement Allowance shall be used for the design, including architectural and engineering plans and specifications, purchase, installation and construction (including project management fees and costs) of the Eleventh Amendment Tenant Improvements which constitute permanent improvements to the Premises and the cost of all permits associated therewith (collectively, the “Eleventh Amendment Tenant Improvement Costs”). Landlord hereby acknowledges and agrees that costs of governmental permits and the Alteration Operations Fee (as defined below) shall be costs to which the Eleventh Amendment Tenant Improvement Allowance may not be applied. In no event shall the Eleventh Amendment Tenant Improvement Allowance be used by Tenant as an offset against any rent payments due hereunderfor the cost of the purchase of furniture, fixtures, moveable equipment, phones or other personal property. (b) Subject to the foregoing Paragraph 3.1(a), portions of the Eleventh Amendment Tenant agrees Improvement Allowance shall be advanced to Tenant periodically on a monthly basis after the Extended Term Commencement Date and following the commencement of the design of the Eleventh Amendment Tenant Improvements by Tenant and after Tenant has delivered to Landlord (i) a request for payment of the Contractor (as defined below), approved by Tenant, on AIA forms G702 and G703 (or comparable forms reasonably approved by Landlord), showing the schedule, by trade, of percentage of completion of the Eleventh Amendment Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Article 4 of this Work Letter (as the same may be modified from time to time by Change Order); (ii) invoices or similar documentation from all of “Tenant’s Agents”, as that term is defined in Section 5.1(a) of this Work Letter, for labor rendered and materials delivered to the Premises; (iii) executed lien releases from all of Tenant’s Agents who have statutory lien rights which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 8424 (or any successor statute); and (iv) all other information reasonably requested by Landlord. Tenant may require Landlord to make one or more of such payments directly to those who are entitled to such payment because they provided materials or products or performed services in connection with the Eleventh Amendment Tenant Improvements and references “to Tenant” shall also include those designated by Tenant, and any such payment shall be treated as the disbursement by Landlord of the Eleventh Amendment Tenant Improvement Allowance and have the effect of reducing Landlord’s obligation with respect to the Eleventh Amendment Tenant Improvement Allowance by the amount so disbursed. Disbursements of the Eleventh Amendment Tenant Improvement Allowance shall be made by Landlord on or before the 25th day of each month with respect to complete payment requests made by Tenant on or before the 25th day of the prior month. If the cost of the Eleventh Amendment Tenant Improvements as reflected in the Construction Budget is greater than the Eleventh Amendment Tenant Improvement Allowance, each monthly disbursement made by Landlord shall be an amount equal to the cost of the Eleventh Amendment Tenant Improvements that are subject to the monthly payment request multiplied by a fraction, the numerator of which is the Eleventh Amendment Tenant Improvement Allowance and the denominator of which is the total cost of the Eleventh Amendment Tenant Improvements as reflected in the Construction Budget. In all events, ten percent (10%) of the amount of the Eleventh Amendment Tenant Improvement Allowance requested by Tenant in any given month (the “Retention Amount”) may be withheld by Landlord until all Eleventh Amendment Tenant Improvements for which Tenant may request reimbursement have been completed and Tenant has provided the following for all such Eleventh Amendment Tenant Improvements: (X) unconditional lien releases with respect to all work performed on the Eleventh Amendment Tenant Improvements, (Y) copies of job cards for all building permits obtained to complete the Eleventh Amendment Tenant Improvements signed off by all inspectors for the lawful occupancy of the Eleventh Amendment Tenant Improvements, and (Z) certificates in the form of AIA Form G-704, or another format approved by Landlord in its reasonable discretion, executed by Tenant’s Architect and Contractor. Notwithstanding anything to the contrary contained in this Work Letter, Landlord shall not be obligated to make any disbursement of the Eleventh Amendment Tenant Improvement Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to any portion of the Eleventh Amendment Tenant Improvements or materials in connection therewith, other than claims which will be paid in full from such disbursement, (B) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, or (C) an Event of Default by Tenant exists. If Landlord disputes any item in a request for payment, Landlord shall deliver a written objection to such item within ten (10) business days following Tenant’s submission of such request for payment, setting forth with reasonable specificity Landlord’s reasons for its dispute (a “Draw Dispute Notice”), and Landlord may deduct the amount of such disputed item from the payment. Landlord and Tenant shall, in good faith, endeavor to diligently and promptly resolve any such dispute. If and to the extent that Landlord timely delivers any Draw Dispute Notice, Landlord shall nevertheless be obligated to fund the portion of the disbursement requested by Tenant, if any, which Landlord is required to fund pursuant to this Section 3.1 and Landlord has not duly disputed. Landlord shall not be required to pay more than the Eleventh Amendment Tenant Improvement Allowance toward all costs, expenses and charges related to Landlordthe Eleventh Amendment Tenant Improvement Costs. Landlord shall have no obligation to disburse any Eleventh Amendment Tenant Improvement Allowance after the Outside Allowance Date (as the same may be delayed as described herein and in the Eleventh Amendment), and in no event shall any unused Eleventh Amendment Tenant Improvement Allowance be credited towards rent. (c) If and to the extent Landlord fails to fund any disbursement of the Eleventh Amendment Tenant Improvement Allowance which is required to be funded by Landlord pursuant to Section 3.1 above, within thirty (30) days following Tenant’s submission to Landlord of receipt a request for payment conforming to the provisions of an invoiceSection 3.1, all costs and expenses in excess provided Tenant is obligated to and does pay to third parties such amount which was required to be paid by the Eleventh Amendment Tenant Improvement Allowance, then Tenant shall have the right to offset any such amount paid by Tenant to such third parties against the Rent next due and payable by Tenant under the Lease, provided that Tenant will concurrently deliver notice to Landlord of the amount offset by Tenant. Any such offset made by Tenant shall be credited against Landlord’s obligations with respect to the Eleventh Amendment Tenant Improvement Allowance Allowance. (d) Tenant will reimburse Landlord for Landlord’s actual out-of-pocket third party costs incurred by Landlord in connection with the design, permitting and construction of the Eleventh Amendment Tenant Improvements (collectively, the “Alteration Operations Fee”), including, without limitation, Landlord’s review of the Construction Drawings; provided, however, in no event will the Alterations Operations Fee exceed one percent (1%) of the aggregate hard and soft costs of the Eleventh Amendment Tenant Improvements. Notwithstanding anything to the extent contrary above, at the costs and expenses are approved by time Landlord makes any disbursement of the Eleventh Amendment Tenant in writingImprovement Allowance for application to the cost of the Eleventh Amendment Tenant Improvements, Landlord shall retain from the Eleventh Amendment Tenant Improvement Allowance, as a partial payment of the Alteration Operations Fee, the Alteration Operations Fee then owing to Landlord. At such time as the Eleventh Amendment Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses Improvement Allowance has been entirely disbursed, Tenant shall, within thirty (30) days of invoice: (i) fifty percent (50%) of such costs following written demand accompanied by reasonably detailed back up documentation and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval calculations, pay to Landlord the remainder, if any, of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery Alteration Operations Fee not yet paid to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord hereby agrees to provide to Tenant an Allowance in the amount of $7.00 per rentable square foot of space in the Premises (being $325,367.00) (“Allowance”). The Allowance shall be used and applied by Tenant as follows: (a) If Tenant so elects by written notice to Landlord, Landlord agrees to provide an allowance of up to $80,000, to install, supply shall furnish and otherwise to construct the Tenant Improvements install approximately 99 parking stalls (“Parking Stalls”) in the Premises that will become a part area depicted on Exhibit A-1 (“Parking Election”). If Tenant exercises the Parking Election, subject to city approval of the Building same, Landlord must complete (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved subject to delays due to permitting, governmental regulations and delays by Tenant in writingresponding to requests for approval), installation of the Parking Stalls on or before six months following the later to occur of (i) Tenant’s notice to Landlord or (ii) the Execution Date. The Within thirty (30) days following completion of the Parking Stalls, Landlord shall provide to Tenant Improvement Allowance may not evidence of the reasonable costs and expenses paid by Landlord to third parties for the design, permitting and/or installation of the Parking Stalls and a construction management fee equal to 2% of all hard and soft costs of the Work shall be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay payable to Landlord, and such amounts (if any) shall be credited against the Allowance. If Landlord fails to complete the Parking Stalls and render them useable on or before the date herein required, Tenant shall have the right to give Landlord notice of such failure and if Landlord fails to complete the Parking Stalls within thirty (30) days of after receipt of an invoicesuch notice from Tenant, all costs and expenses in excess then Tenant shall be entitled to day-for-day abatement of the Tenant Improvement Allowance incurred in connection with Base Rent payable under the Tenant Improvements to terms of the Lease as hereby amended, for each day that the completion of the Parking Stalls is delayed. (b) To the extent the costs Allowance is not used for and expenses are approved applied to the Parking Election, the Allowance may be used and applied by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant toward payment for Tenant’s improvements to the Premises (“Tenant Improvements; (ii) forty-five percent (45%) ” and “Tenant Improvements Election”). The Construction Rider attached hereto as Exhibit A shall govern Tenant’s construction of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed Tenant Improvements and the Premises are ready for delivery to Tenant; (iii) five percent (5%) allocation and payment of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderAllowance funds therefor. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) At and after the date of the Lease, Landlord agrees to shall provide Tenant with an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part amount of the Building Four Million One Hundred Ten Thousand Dollars (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not $4,110,000) to be used by Tenant as Tenant shall in its discretion determine in connection with its construction, fixturing, equipping and occupancy of the Premises, limited to moving related expenses and fees and expenses of Tenant's Space Planner as set forth in Paragraph 30.A. of the Lease and the purchase and installation of those items described Schedule 3 to this Work Letter (the "ALLOWANCE"). The Allowance shall be in addition to all of the Landlord's Work to be performed by Landlord and all other sums due or obligations of Landlord under the Lease or the Work Letter. At Tenant's sole discretion (i) the Allowance shall be applied against the cost of any Extra Work, upon delivery of invoices, contractor sworn statements and lien waivers or (ii) the Allowance shall be paid out to Tenant from time to time within forty-five (45) days of Tenant's notice requesting such payment; provided, however, that upon written notice from Landlord to Tenant within ten (10) days of Tenant's notice, Landlord may elect to defer payment of the Allowance to a date not later than the anticipated date on which Landlord would be entitled to payment of the Allowance from the Construction Loan for the Building. The foregoing right to defer the payment of the allowance amount relating to the telephone switch shall be on the condition that Landlord shall be responsible for any price increases in such telephone switch unless prior to the expiration of Tenant's forty-five day notice, Landlord shall deliver to Tenant an offset against any rent payments due hereunder. (b) unconditional irrevocable letter of credit, in an amount equal to the cancellation charge which Tenant agrees shall 133 be required to pay to Landlordthe vendor of the telephone switch if the order for such telephone switch is cancelled by Tenaxx xxxm a bank reasonably acceptable to Tenant, within and with an expiration date thirty (30) days after the anticipated deferred payment date. Tenant shall be entitled to designate which items of receipt of an invoice, all costs such equipment and expenses in excess of the Tenant Improvement Allowance incurred in connection installation shall be paid for with the Allowance in whole or in part. To the extent that the Allowance is utilized along with funds provided by Tenant Improvements to purchase equipment or items which are not leasehold improvements the ownership rights to any such items shall be reasonably allocated between Landlord and Tenant based on respective contributions; and the Landlord and Tenant shall to the extent the costs practicable attempt to avoid common ownership and expenses are approved by Tenant in writing. Tenant will be billed for identify such costs and expenses specific items as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderbeing owned separately. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide Amount; Reimbursable Costs & Payment. Allowance means an allowance of amount up to a maximum of One Million Fifty-Three Thousand Eight Hundred and 00/100 Dollars ($80,0001,053,800.00) to reimburse Tenant for the actual costs of design, to installengineering, supply plan review, obtaining all approvals and otherwise to construct the permits, and construction of Tenant Improvements Work in the Premises that will become a part of (including the Building Construction Monitoring Fee), and shall be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant's FF&E (the "Tenant Improvement Allowance"as such term is defined herein). Tenant is fully responsible for For purposes of this Amendment, "Tenant's FF&E” shall mean Tenant's furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingOriginal Lease. The Allowance shall be paid to Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days after the later of receipt of an invoice, all costs and expenses in excess final completion of the Tenant Improvement Allowance Work and Landlord's receipt of (i) a certificate of completion prepared by Tenant's Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred in connection by Tenant with respect to the Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the Tenant Improvements items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs and expenses of the Tenant Work are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days less than the amount of invoice: (i) fifty percent (50%) of such costs and expenses the Allowance, then any balance remaining thereafter shall be due retained by Landlord as its sole property and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right no obligation or liability to cease all work under this Exhibit until Tenant with respect to such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitexcess.

Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "Allowance") in the amount of $43,620.00 (i.e., $15.00 per rentable square foot of the Suite 2020 Expansion Space) to be applied toward (a) Landlord agrees the Allowance Items (defined in Section 1.2 below) and/or (b) a credit against Base Rent coming due under the Lease from and after December 31, 2014 and/or (c) the cost of purchasing furniture, fixtures, and equipment to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements be used in the Premises that will become a part by Tenant and/or (d) costs associated with the installation of telephone and data cabling and/or (e) costs associated with moving into the Suite 2020 Expansion Space and/or (e) costs associated with the Tenant Improvement Work contemplated in Exhibit B of the Building Second Amendment. Notwithstanding the foregoing, the total portion of the Allowance that is applied toward items (b), (c), (d) and/or (e) shall not exceed, in the aggregate, $14,540.00 (i.e., $5.00 per rentable square foot of the Suite 2020 Expansion Space). Tenant, by written notice to Landlord (the "Allowance Notice") shall advise Landlord of the manner in which Tenant Improvement desires to apply the Allowance"). Tenant Any portion of the Allowance that is fully responsible for applied toward the payment of all costs in connection with the Tenant Improvements in excess cost of the Tenant Improvement Work shall applied in accordance with Section 1.2 below. Any portion of the allowance that is applied as a credit against Base Rent shall be applied against the installment of Base Rent for January, 2015 and, if necessary, consecutive calendar months thereafter. Any portion of the Allowance for additional costs incurred in the upfit that are approved by is applied toward items (c), (d) and (e) shall be disbursed to Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to within 45 days after Landlord, within thirty (30) days of 's receipt of an invoicepaid invoices from Tenant with respect to Tenant's actual costs of items (c), (d) and (e) as described above; provided that Tenant shall also be required to provide Landlord with unconditional waivers of mechanics liens with respect to any items that relate to work of a type for which a mechanics lien could be potentially be filed. Tenant shall be responsible for all costs and expenses in excess of associated with the Tenant Improvement Work, including the costs of the Allowance incurred in connection with the Tenant Improvements Items, to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days exceed the lesser of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; Allowance, or (ii) forty-five percent (45%) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. Notwithstanding any contrary provision of such costs this Agreement, if Tenant fails to use the entire Allowance by October 31, 2015, the unused amount shall revert to Landlord and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitno further rights with respect thereto.

Allowance. (a) Landlord agrees 6.1. Subject to provide an allowance the following provisions of up to this Section 6 and the provisions of Section 7, and for Subtenant's Initial Work, and for no other Subtenant's Alterations, Subtenant will receive $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 100,000.00 (the "Tenant Improvement Allowance"), as a build-out allowance to reimburse Subtenant for amounts ("Subtenant's Costs for Initial Work") that Subtenant has actually paid to construction contractors for construction of permanent leasehold improvements constituting part of Subtenant's Initial Work theretofore completed, not including any amount paid for moveable partitions, business or trade fixtures, furniture, furnishings or other articles of personalty or paid for architectural, engineering, consulting or other fees or for any other costs that are not hard costs of construction of permanent leasehold improvements. Tenant Notwithstanding anything to the contrary, Subtenant may not use any portion of the Allowance for any Subtenant's Initial Work in the III Space or otherwise related to the III Antennae or for any costs incurred with respect to any work performed in the First Premises or with respect to the installation of any back-up generator or a computer room. 6.2. The parties acknowledge and agree that the entire amount of the Allowance is fully responsible for expected to be provided by Overlandlord as part of "Landlord's Maximum Contribution" as set forth in the payment Overxxxxx. Xx no case will Subtenant receive with respect to Subtenant's Initial Work any portion of all costs the Allowance in connection with the Tenant Improvements an amount in excess of the Tenant Improvement amount of Subtenant's Costs for Initial Work, and if Subtenant expends less than the amount of the Allowance in payments for additional costs incurred Subtenant's Costs for Initial Work, then the amount of the Allowance will be reduced to such amount as Subtenant actually expends in making such payments, and Subtenant will not receive, by way of a credit against Fixed Rent or Additional Rent or otherwise, the upfit that are approved difference between the amount of the Allowance and the amount Subtenant has actually expended in making such payments. Except for receipt by Tenant Subtenant of the Allowance in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees accordance with this Sublease, Subtenant is obligated to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner of, related to, or arising from or as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plansresult of, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default Subtenant's Initial Work and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitother Subtenant's Alterations.

Allowance. (a) Provided this Lease has been executed by each of the parties, Landlord agrees to provide an Tenant with the following leasehold improvement allowance of up to $80,000(plus applicable taxes), to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs as follows: i. in connection with the Tenant Improvements in excess Ground Floor Premises, an amount equal to Fifteen Dollars ($15.00) per square foot of the Tenant Improvement Gross Rentable Area of the Ground Floor Premises (‘Ground Floor Premises Allowance”); and ii. in connection with the 18th Floor Premises, an amount equal to Five Dollars ($5.00) per square foot of the Gross Rentable Area of the 18th Floor Premises (“18th Floor Premises Allowance”); (the Ground Floor Premises Allowance for additional costs incurred in and the upfit that are approved by Tenant in writing. The Tenant Improvement 18th Floor Premises Allowance may not be used by Tenant being hereinafter collectively referred to as an offset against any rent payments due hereunderthe “Allowance”). (b) The Allowance as set out above shall be paid by Landlord to Tenant agrees to pay to Landlord, within thirty (30) days following the later of: i. execution of receipt this Lease; and ii. Tenant providing Landlord with both: 1. receipted invoices for the performance of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved Tenant’s Work; 2. certification by Tenant in writing. or a senior officer of Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days by each of invoice: (i) fifty percent (50%) Tenant’s contractors or a senior officer thereof that Tenant’s Work has been completed, the date of such costs completion and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery that all accounts relating to Tenant; (iii) five percent (5%) of such costs ’s Work have been paid in full and expenses shall that no lien has or may be due claimed with respect thereto and payable within 30 days of receipt of an invoice after final completion of that all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderconstruction lien periods have expired. (c) Unless otherwise specified Provided Tenant is not in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitdefault, Landlord shall have pay to Tenant from the right Allowance the amount required to cease all work reimburse Tenant for the amounts paid as evidenced by the invoices provided in subsection 18.11(b)(ii)(2) above. Further, Landlord agrees that if the amount of the Allowance exceeds the amount so paid by Landlord to Tenant, any unused amounts shall be credited to the account of Tenant and applied toward the first Rent due under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this ExhibitLease.

Allowance. Landlord shall make a contribution (the “Allowance”) towards the cost of Tenant’s Work (including, without limitation, the costs of construction, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings and other miscellaneous items including cabling, telephone, furnishings and signage) and toward moving costs and any other architectural and engineering fees and any other project management fees and fees of other related project consultants, all in connection with such Tenant’s Work, in the amount of $2,499,716.00 (i.e., being $38.00 per square foot of rentable area of the Demised Premises), on the terms and conditions hereinafter set forth: (a) Landlord agrees shall disburse the Allowance proceeds from time to provide an allowance of up time, upon Tenant’s request for payment from time to $80,000time (which first request shall be made no earlier than thirty (30) days following the Turnover Date and which requests shall be made no more than once in any calendar month) and certification that the Tenant’s Work for which payment is requested, has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made (i) to installTenant (or, supply at Landlord’s option, by check payable jointly to Tenant and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (bTenant’s materialmen and contractors) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved after presentation by Tenant to Landlord of request for payment and appropriate and complete owner’s sworn statements, contractor’s affidavits and waivers of lien showing that the work covered thereby has been performed in writing. the Demised Premises and (ii) to Tenant will be billed (or, at Landlord’s option, by check payable jointly to Tenant and to Tenant’s other suppliers) for such costs and expenses as follows and will pay said costs and expenses other items which are the basis of such request within thirty (30) days after receiving bills of invoice: such suppliers and, to the extent their work is lienable, upon presentation of statements, affidavits and waivers as described in (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection above. (b) Landlord has no obligation to disburse any portion of the Allowance if Tenant is in default under this Lease (provided that if Tenant cures such default within applicable cure periods, then Tenant shall again be entitled to such disbursement). Disbursement of any portion of the Allowance shall not be deemed a waiver of Tenant’s obligation to comply with such provisions. Tenant shall be a default hereunder responsible for the appropriateness and completeness of the contractors’ affidavits and waivers of lien and approval of any of such work; Landlord shall be treated hereunder in have no responsibility for any of the same manner as a default of Tenant in paying Base Rent hereunderforegoing. (c) Unless otherwise specified In the event that the cost of Tenant’s Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall be entitled to receive such difference either in cash (within thirty (30) days after notice from Tenant) or as a credit against Fixed Rent for the PlansDemised Premises next coming due under this Lease (with such choice being made at Landlord’s sole election); provided that Tenant shall not be so entitled to any portion of such difference exceeding twenty percent (20%) of the stated amount of the Allowance hereunder. In the event Landlord reasonably determines, materials used at any time, that the cost of Tenant’s Work and such other items for which the Allowance may be applied will be in excess of the amount of the then undisbursed portion of the Allowance, then Tenant shall be solely responsible for payment of such excess, and Tenant, at Landlord’s option, shall pay all such excess amounts before Landlord is obligated to disburse any further portion of the Allowance, and such requirement of Tenant shall be an express condition for Landlord’s obligation to disburse any further portion of the Allowance. For purpose of the foregoing, the estimated cost of Tenant’s Work and other items for which the Allowance may be applied shall be determined by Landlord based on certified cost statements delivered by Tenant to Landlord from time to time, and, in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is locatedany event, all as reasonably determined delivered by Tenant to Landlord promptly upon Landlord’s request therefor. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure be required to apply at least $1,249,858.00 of the overall Allowance (i.e., being $19.00 per square foot of rentable area of the Demised Premises) toward so-called “hard construction costs” relative to the Tenant’s Work (the “Hard Cost Allocation”), and as a consequence, in no event shall Tenant be entitled to apply more than $1,249,858.00 of the overall Allowance (i.e., being $19.00 per square foot of rentable area of the Demised Premises) (the “Soft Cost Allocation”) towards the cost of telephone and data cabling, moving expenses, signage, furniture, fees of architects, engineers, project managers and other project consultants, and other so-called “soft” costs, as well as towards any such default and any delay credit against Fixed Rent as provided in Tenant commencing and completing any such cure Section 25.2(c) above (which credit against Fixed Rent shall be a delay by Tenant under this Exhibitsubject to such further limitations, in addition to being required to be taken from the Soft Cost Allocation, as set forth in said Section 25.2(c) above). Without limitation of the foregoing, it is hereby confirmed that the direct costs payable to Tenant’s contractor(s) associated with the acquisition/installation of affixed fire suppression systems and/or raised flooring within the data center portion of the Demised Premises shall be deemed “hard construction costs” for purposes hereof.

Allowance. Upon and subject to the terms and conditions of this Exhibit, Landlord shall reimburse Tenant for the costs of Tenant’s Work; provided, however, Landlord’s obligation to reimburse Tenant for Tenant’s Work shall be limited to the lesser of (aA) Landlord agrees to provide actual Total Construction Costs incurred by third parties on behalf of Tenant in its construction of Tenant’s Work; and (B) an allowance amount up to, but not exceeding, $3,418,590.00, based on $35.00 per rentable square foot of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement “Allowance"”). Landlord shall pay the Allowance to Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of after Landlord’s receipt of an invoiceTenant’s written request (the “Disbursement Request”) therefor accompanied by partial, all costs conditional lien waivers and expenses in excess copies of invoices from third parties providing services as part of the Tenant Improvement Tenant’s Work using AIA G701/702/703 documents, disbursed in the following increments: (a) 20% of the Allowance incurred in connection with no earlier than thirty (30) days following the Tenant Improvements First Access Date to the extent of paid invoices submitted. (b) 20% of the costs Allowance no earlier than sixty (60) days following the First Access Date to the extent of paid invoices submitted. (c) 20% of the Allowance no earlier than ninety (90) days following the First Access Date to the extent of paid invoices submitted. (d) 25% of the Allowance no earlier than one hundred and expenses are approved twenty (120) days following the First Access Date to the extent of paid invoices submitted. Each Disbursement Request shall be signed by Tenant in writingTenant’s Representative. Tenant will Landlord shall have no obligation to disburse any portion of the Allowance if there is an Event of Default outstanding under the Lease until such Event of Default is cured. Each Disbursement Request pursuant to this Section 7 must be billed for such costs accompanied by copies of paid invoices as evidenced by unconditional progress waivers from contractors and expenses as follows and will pay said costs and expenses subcontractors. Notwithstanding the foregoing, the final disbursement of the remaining 15% of the Allowance shall be disbursed within thirty (30) days after Tenant’s written request therefor once Tenant has substantially completed all of invoicethe Tenant’s Work in accordance with the Working Drawings, all building permits issued in connection with the Tenant’s Work, all applicable Laws and the terms and provisions of this Work Letter. Such final Disbursement Request shall be accompanied by: (i) fifty percent (50%) of such third-party invoices for costs and expenses shall be due and payable within 30 days of receipt of an invoice after incurred by Tenant in constructing Tenant's approval of the cost estimates for the Tenant Improvements’s Work; (ii) forty-five percent (45%) of evidence that Tenant has paid the invoices for such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenantcosts; (iii) five percent final, unconditional lien waivers and mechanics’ lien releases from any contractor or subcontractor who has constructed any portion of Tenant’s Work or any materialman who has supplied materials used or incorporated into any portion of Tenant’s Work (5%if applicable), all such waivers and releases to be in the forms prescribed by California Civil Code Section 3262; (iv) an executed Confirmation of Commencement Date letter in the form attached to this Lease as Exhibit E; and (v) a copy of the certificate of occupancy for the Premises. All bills for Tenant’s Work must be submitted to Landlord within twelve (12) months after the Commencement Date, and Landlord will make no further payments related to Tenant’s Work after such costs and expenses twelve (12)-month period. Any unfunded portion of the Allowance shall be due and payable within 30 days deemed forfeited. Upon written notice delivered to Landlord prior to December 31, 2012, Tenant may elect to use up to $5.00 per rentable square foot of receipt the Premises of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner Allowance as a default of Tenant in paying Base credit against Rent hereundernext due under the Lease. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees shall pay to provide an the Tenant named herein, one time only, a leasehold improvement allowance in the amount calculated at $3.00 per square foot of up to $80,000the measured Rentable Area of the Leased Premises, plus applicable taxes (“Allowance”), to install, supply and otherwise to construct be applied by Tenant toward the Tenant Improvements in the Premises that will become a part cost of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderTenant’s Work. (b) Subject to the provisions of subsections 13(d) and (e) below, Landlord shall pay the Allowance to Tenant agrees within 90 days following Tenant’s delivery to pay to Landlord, within thirty (30) days Landlord of receipt of an invoice, all costs and expenses in excess a formal written invoice requesting payment of the Tenant Improvement Allowance incurred in connection with Allowance, which invoice must be delivered within 12 months following the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Additional Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderCommencement Date. (c) Unless otherwise specified Landlord shall be under no obligation to pay any portion of the Allowance to Tenant until Xxxxxx has executed and delivered to Landlord this Lease in the Plansagreed upon form, materials used and the following have occurred: (i) the Tenant’s Work has been completed expressly in accordance with the terms of the Lease; (ii) the Additional Premises Commencement Date; (iii) the actual, physical occupancy by Tenant of the whole of the Leased Premises for the active and diligent conduct of business therefrom; and (iv) Tenant’s delivery to Landlord of: (A) “as built” drawings for the Tenant’s Work; (B) copies of invoices (accompanied by reasonable back-up confirming such invoices have been paid in full) for the performance of all of the Tenant’s Work evidencing payment of an aggregate amount at least equal to the amount of the Allowance; ​ (C) a statutory declaration signed by Xxxxxx (or a senior officer of Tenant), to be issued after the expiry of all applicable statutory lien periods, certifying that: (I) the Tenant’s Work has been completed, and the date of such completion; (II) Tenant has paid in full its upfit at general contractor engaged to complete the Building shall Tenant’s Work; (III) no lien has been, or may be, claimed with respect to the Tenant’s Work; and (IV) all construction lien periods have expired; (D) a statutory declaration signed by Xxxxxx’s general contractor (or a senior officer thereof), to be customary for this type issued after the expiry of upfit all applicable statutory lien periods, certifying that: (I) the Tenant’s Work has been completed, and Building the date of such completion; (II) the contractor has been paid in full by Tenant; (III) all subcontractors engaged by the general contractor in connection with the Tenant’s Work have been paid in full by the general contractor; (IV) no lien has been, or may be, claimed with respect to the Tenant’s Work; and readily available in (V) all construction lien periods have expired; and (E) evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the market where the Building is located, all as reasonably determined by LandlordTenant’s Work have been properly closed. (d) The Final Plans are included Notwithstanding the foregoing, Landlord shall be under no obligation to pay the Allowance to Tenant if, upon the date of such intended payment, a claim for lien or certificate of action has been registered on Exhibit B.title to the Project in connection with the Tenant’s Work or there is then an Event of Default. If any of the foregoing have occurred on the date upon which Landlord intends to deliver the Allowance to Tenant, Landlord shall hold the Allowance, without interest, until such time as such claim for lien or certificate of action has been discharged or such Event of Default has been remedied in accordance with this Lease, at which time Landlord shall release the Allowance to Tenant. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease deduct from the Allowance all work bona fide amounts owing to Landlord by Tenant under this Exhibit Lease and Landlord shall have the right to pay itself or any other contractor of Tenant any amounts payable in respect of any of the Tenant’s Work, and it is agreed that any such deduction or payment by Landlord shall constitute a payment on account of Landlord’s obligation to pay the Allowance. (f) If at any time during the initial Term hereof: (i) this Lease is terminated by reason of an Event of Default; (ii) Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of the Landlord’s other rights and remedies available to it under the Lease and at law, the unamortized portion of the Allowance calculated from the Commencement Date on the basis of an assumed rate of depreciation of 8% interest rate charged on the unamortized portion each year of the Term up to and including the last day of the Term shall immediately become due and payable to Landlord as Additional Rent. (g) Subject to subsection (h) below, until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure the Allowance has been paid by Landlord pursuant hereto, the Allowance shall be a delay held by Landlord without interest. (h) For greater certainty, any portion of the Allowance not claimed by Tenant under this Exhibitexpressly in accordance herewith on or before the first anniversary of the Additional Premises Commencement Date shall be applied towards Base Rent.

Allowance. (a) Landlord agrees hereby grants to provide Tenant an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in 50.00 per rentable square foot of the Premises that will become a part (i.e. $2,412,000.00 based on the Premises consisting of the Building approximately 48,240 rentable square feet) (the "Tenant Improvement “Allowance"”). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time elect to have Landlord provide Tenant an additional allowance up to an amount not to exceed $10.00 per rentable square foot (i.e., up to $482,400.00, based upon the Premises containing 48,240 rentable square feet ) (the “Additional Allowance”) to cover the actual costs of construction which exceed the Allowance, which Additional Allowance shall be (a) disbursed to Tenant when Landlord shall have received “Evidence of Completion and Payment” as to one hundred percent (100%) of Tenant’s Work having been completed and paid for by Tenant as described in subparagraph 5(f) below and satisfaction of the items described in subparagraph 5(f)(vi) below, and (b) amortized over the Term with interest at seven and one half (7.5%) per annum, and paid by Tenant to Landlord as Additional Rent monthly during the initial Term together with Tenant’s scheduled payments of Monthly Base Rent. If Tenant shall cure any such default elect for Landlord to provide the Additional Allowance, within ten (10) days of request by Landlord, the parties shall execute an amendment to the Lease acknowledging the Additional Allowance and any delay in Tenant commencing and completing any such cure shall the Additional Rent related thereto to be a delay paid by Tenant under to Landlord on a monthly basis together with the Monthly Base Rent, based on amortization of the Additional Allowance as provided in this ExhibitSection 5(a). The Allowance and Additional Allowance are to be used only for construction of the Tenant Improvements including, not by way of limitation but by way of illustration: (i) Payment of the cost of preparing the Space Plans and the Final Plans, including mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Plans. The Allowance and Additional Allowance will not be used for the payment of extraordinary design work not consistent with the scope of the Standards (i.e., above-standard design work) or for payments to any other consultants, designers or architects other than Landlord’s Architect and/or Tenant’s Architect. (ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements. (iii) Construction of the Tenant Improvements, including, not by way of limitation but by way of illustration, the following:

Allowance. (a) Landlord agrees to provide an allowance shall pay towards the costs of up to $80,000the Tenant Improvements, to installincluding all pre-construction costs, supply permit fees, project management, and otherwise to construct costs of constructing the Tenant Improvements in (collectively, the Premises that will become a part “Tenant Improvement Costs”), an amount equal to $75.00 per rentable square foot of the Building (as determined by Architect and reasonably approved by Tenant in the "Construction Documents in accordance with ANSI/BOMA Z65.3-2018 Gross Area 1 (Leasing Method) (the “BOMA Standard”)) (the “Allowance”), except that the Allowance shall not be used to pay for Tenant’s machinery, equipment and trade fixtures and other personal property (other than as documented in the approved TI Construction Documents), any Excluded Costs or any costs associated with construction management personnel engaged by Tenant in connection with this Lease. For the avoidance of doubt, all Excluded Costs shall be payable solely by Landlord and shall not be included in the calculation of Tenant Improvement Costs for the purpose of determining Tenant’s Contribution. Except as expressly set forth herein, Landlord’s payment of the Allowance or the Tenant Improvement Costs (if such amount is less than the Allowance"), shall satisfy in full Landlord’s obligation to pay the Allowance hereunder, and Landlord shall not be obligated to make any payment for any subsequent alterations or improvements to the Project whether or not the entire Allowance was expended on the initial Tenant Improvements. Notwithstanding the foregoing, in the event the entire Allowance is not expended on the initial Tenant Improvements, any remaining amounts may be used for Tenant’s Work subject to a draw procedure agreed to by Landlord and Tenant in their reasonable discretion, including reasonable requirements regarding lien waivers delivered by Tenant. Furthermore, notwithstanding the foregoing, if an Event of Default is fully continuing at the time Landlord's payment of any portion of the Allowance is due under this Work Letter, then, in addition to any other remedies available to Landlord in this Work Letter or elsewhere in the Lease, Landlord may stop construction (including any pre-construction work) of the Improvements until such Event of Default is cured. If Landlord stops construction due to an Event of Default, then any such delay shall be a Tenant Delay and Tenant shall be responsible for the payment of all costs in connection with remobilizing the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderContractors and recommencing construction. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Subject to Exhibit D and provided no Event of Default exists and is continuing without having been remedied (it being agreed that if such Event of Default shall be cured by Tenant prior to Landlord’s exercise of the Landlord’s remedies specified in Section 23.2, (a), and/or (b) of this Lease, then Tenant shall be entitled to the Tenant Improvement Allowance), Landlord agrees shall make available to provide an allowance of Tenant up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 1,318,280.00 (the "“Tenant Improvement Allowance"). Tenant is fully responsible ”) (calculated as $40.00 for the payment each of all costs 32,957 Rentable Square Feet) to be used for and in connection with (i) the Tenant Improvements in excess purchase, installation and construction of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. Improvements, (bii) Tenant agrees space planning, architectural and engineering expenses related to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance Improvements, (iii) plan review, permits, inspections and other governmental requirements and approvals relating to the Tenant Improvements, (iv) construction management services relating to the Tenant Improvements, and (v) any and all costs, expenses, fees and charges incurred in connection with the Tenant Improvements to and/or the extent the costs and expenses are approved by Tenant items described in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent through (50%iv) above. Notwithstanding the foregoing specified uses for the Tenant Improvement Allowance, Tenant may use up to $2.00 per Rentable Square Foot of the Tenant Improvement Allowance as reimbursement for actual moving expenses and data and cabling expenses upon the presentation of an invoice of such costs and expenses shall be due and payable within 30 days to Landlord. If the Tenant Improvement Allowance is insufficient to defray the entire cost of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses , the balance shall be due paid entirely by Tenant pursuant to the terms and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise conditions specified in Exhibit D. Landlord has no obligation to advance more than the Plans, materials used by Tenant in its upfit at the Building shall be customary Improvement Allowance for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlordany items under any circumstances. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to shall provide Tenant with an allowance of up to $80,000200,000.00 (the “Allowance”) to be used towards the cost of Tenant’s Work (including the design fees of Tenant’s architects and engineers). When Tenant has incurred costs for the Tenant’s Work, Tenant shall submit to Landlord from time to time (but no more frequently than monthly) requisitions for payment setting forth any costs incurred for Tenant’s Work, together with waivers of lien from all contractors and subcontractors, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant for Tenant’s Work, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part reasonable satisfaction of the Building (the "Tenant Improvement Allowance")Landlord. Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to LandlordLandlord shall, within thirty (30) days of following Landlord’s receipt of an invoicethereof, all costs and expenses in excess pay to Tenant ninety (90%) percent of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are amount of each such requisition (or of such lesser amount as is approved by Landlord) with ten (10%) percent to be retained. Such payments, in the aggregate, shall not exceed an amount equal to ninety (90%) percent of the Allowance. Landlord shall pay to Tenant in writing. Tenant will be billed for such costs and expenses the ten (10%) percent retained as follows and will pay said costs and expenses aforesaid within thirty (30) days following the submission by Tenant of invoice: a written statement from Xxxxxx’s architect or engineer that Xxxxxx’s Work has been completed in accordance with the approved construction plans, a final lien waiver executed by Xxxxxx’s general contractor, and a final certificate of occupancy for, and any other required governmental approvals of, Xxxxxx’s Work. The costs of Tenant’s Work shall include all costs incurred by Tenant for construction and installation of improvements (i) fifty percent (50%) but excluding any trade fixtures or personal property), including the costs of such costs all labor and expenses materials, and all contractor’s fees. Tenant shall be due responsible for paying for all costs of Tenant’s Work not included in the Allowance and payable within 30 days of receipt of an invoice after Tenant's approval for all costs in excess of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list itemsAllowance. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure not be entitled to any such default and rent credit or refund for any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitunused portion of the Allowance.

Allowance. Commencing on the Effective Date, Tenant shall be entitled to a one-time allowance (athe “Allowance”) Landlord agrees to provide an allowance in the amount of up to $80,000856,625.00 (i.e., to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part $35.00 per rentable square foot of the Building Premises), as reimbursement for Tenant's actual and reasonable costs incurred for permanent improvements made by Tenant to renovate the Premises, or to purchase and install furniture, fixtures, equipment (including audio-visual equipment) and information technology within the "Tenant Improvement Allowance")Premises, in accordance with, and subject to, the terms of the Lease. Tenant is fully responsible for the Prior to Landlord making any payment of all the Allowance, Tenant shall first deliver to Landlord (a) reasonable supporting documentation evidencing Tenant’s payment of such actual and reasonable costs contemplated by this Section 6, if any, and evidencing that any work for which payment is requested is complete and was performed in connection accordance with the Tenant Improvements in excess terms of the Tenant Improvement Lease and applicable laws (including, without limitation, all permits, licenses, consents and approvals required under applicable laws), and (b) unconditional lien releases for any work performed. Notwithstanding anything to the contrary contained herein, if any portion of the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may is not be used by Tenant as an on or before July 31, 2023, such portion shall be deemed waived with no further obligation by Landlord with respect thereto, subject to the final sentence of this Section 6. In no event shall Landlord be obligated to make disbursements pursuant to this Section 6 in a total amount that exceeds the Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or offset against any rent payments due hereunder. (b) amounts payable hereunder by Tenant agrees to pay for any unused portion of the Allowance. Notwithstanding the foregoing, Tenant shall have the right, by written notice to Landlord, within thirty to utilize an amount not to exceed $734,250.00 (30) days of receipt of an invoicei.e., all costs and expenses in excess $30.00 per rentable square foot of the Premises) of the Allowance not disbursed to Tenant Improvement Allowance incurred to increase the Third Amendment Base Rent Credit, in connection which case, subject to and in accordance with the Tenant Improvements terms of Section 3(b) above, such additional Third Amendment Base Rent Credit shall apply to the extent Base Rent next coming due during the costs Third Amendment Term until used or applied, and expenses are approved any Allowance (subject to the maximum amount set forth in this sentence) not disbursed to Tenant by July 31, 2023 shall be deemed to have been elected by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of to increase the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Third Amendment Base Rent hereunderCredit as set forth in this sentence. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall, subject to the terms of the Work Letter, make available to Tenant the Allowance (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements as defined in the Premises that will become a part Work Letter). Commencing on the Suite 1 Commencement Date and continuing thereafter on the first day of each month during the Base Term, Tenant shall pay the amount necessary to fully amortize the portion of the Building Allowance actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 8% per annum over the Base Term, which interest shall begin to accrue on the date that Landlord first disburses such Allowance or any portion(s) thereof (the "Tenant Improvement Allowance"“TI Rent”). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess acknowledges that because a portion of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant disbursed following the Commencement Date, the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such disbursement. Any TI Rent remaining unpaid as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days expiration or earlier termination of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be Lease resulting from a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay Default by Tenant under this ExhibitLease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease. TI Rent payable pursuant to this Section 4(b), if any, shall in no event be subject to annual adjustments pursuant to Section 4(a). In lieu of electing any use any portion of the Allowance for Excess TI Costs (as defined in the Work Letter), Tenant may elect by delivery of written notice to Landlord prior to April 1, 2021, to reduce the amount of abated Base Rent available to Tenant with respect to Xxxxx 0, Xxxxx 0 and/or Suites 2-4 (“Abatement Reduction”) and apply an amount equal to such Abatement Reduction to pay for Excess TI Costs incurred under the Lease. The total amount of abated Base Rent contemplated in Section 2 above (i) with respect to Suite 1 during the Suite 1 Abatement Period is equal to $133,705.00 (“Suite 1 Abatement Amount”), (ii) with respect to Suite 5 during the Suite 5 Abatement Period is equal to $103,628.00 (“Suite 5 Abatement Amount”), and (ii) with respect to Suites 2-4 during the Suites 2-4 Abatement Period is equal to $424,256.25 (“Suites 2-4 Abatement Amount”). To the extent that Tenant 739800997.11739800997.11 timely elects an Abatement Reduction in connection with Excess TI Costs, the amount of the Abatement Reduction shall first be applied against the Suite 1 Abatement Amount. To the extent that the Abatement Reduction exceeds the Suite 1 Abatement Amount, such additional amount of the Abatement Reduction shall be applied against the Suite 5 Abatement Amount and to the extent that the Abatement Reduction exceeds both the Suite 1 Abatement Amount and the Suite 5 Abatement Amount then, such additional amount of the Abatement Reduction shall be applied against the Suites 2-5 Abatement Amount until such Suites 2-4 Abatement Amount is exhausted and Tenant shall be required to pay for any additional Excess TI Costs.

Allowance. (a) Landlord agrees to provide Tenant a tenant improvement allowance ("Allowance") in an allowance amount up to, but not exceeding, Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) for the construction of the Tenant Improvements; provided, however, Tenant may elect to increase the Allowance to an amount up to, but not exceeding, Forty-one Thousand Four Hundred Seventy Dollars ($41,470) by providing Landlord with written notice of such election at the time Tenant submits to $80,000Landlord the budget described in the second paragraph of subparagraph (b) above. The Allowance shall be applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant Improvements Costs. Any and all costs in excess of the Allowance required to installcomplete the construction of the Tenant Improvements in accordance with subparagraph (b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, supply Tenant shall submit to Landlord for its review and otherwise approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the Premises in connection with the construction of the Tenant Improvements ("Payment Request"). Each Payment Request shall be accompanied by a certification signed by the Tenant's general contractor and the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs to construct the Tenant Improvements Improvements, including change orders, and the amount expended for such items to date and the estimated costs to complete the Tenant Improvements. In addition, each Payment Request shall be accompanied by lien release waivers from all contractors, subcontractors and materialmen to be paid through such Payment Request and, with respect to completed work, final lien release waivers, all in form and content acceptable to Landlord. Within ten (10) business days after Landlord's approval of each such Payment Request, Landlord shall cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (90%) of such approved Payment Request times the ratio which the total Allowance to be utilized by Tenant bears to the total construction cost set forth in the Premises that will become a part certifications by Tenant's general contractor and architects. Landlord shall cause to be disbursed the ten percent (10%) retention amount, up to the limit of the Building (Allowance, upon the "Tenant Improvement Allowance"). Tenant is fully responsible issuance of an unqualified Certificate of Occupancy for the payment Expansion Space and the expiration of all costs the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements in excess of Improvements. In the Tenant Improvement event that the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant (as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall may be customary for increased pursuant to this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. subparagraph (d) The Final Plans are included above) is more than Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) ("Base Allowance Amount"), then the amount by which the Allowance (as so increased) exceeds the Base Allowance Amount shall be fully amortized over the period commencing on Exhibit B. the Expansion Space Commencement Date through the balance of the initial Term of the Lease at a rate of eleven percent (e11%) Should per annum ("Amortization Rate"), and all such amortized amounts shall be paid by Tenant default to Landlord as Rent at the time and in the manner required for Tenant to pay monthly Base Rent as set forth in the Lease. Upon the occurrence of any Event of Default under this Exhibitthe Lease, Landlord shall have the right right, in addition to cease all work under this Exhibit until other rights and remedies of Landlord, to accelerate the remaining principal balance of the excess Allowance amount amortized hereunder and to require that the entire amount thereof be immediately paid in full by Tenant. Should Tenant fail to pay such time as Tenant remaining principal amount within five (5) business days after such election by Landlord, such remaining principal amount shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitthereafter bear interest at the Amortization Rate.

Allowance. (a) Landlord agrees to and Tenant agree that Landlord shall provide Tenant with an allowance of up Four Hundred Forty Thousand and 00/100 Dollars ($440,000.00) (the “Tenant Improvement Allowance”) for the Tenant Work and any other work and improvements that Tenant may in its discretion elect to $80,000, make to install, supply and otherwise to construct the Premises (collectively the “Tenant Improvements”). The Tenant Improvement Allowance may be used for the Tenant Improvements and any costs relating to the design, construction, acquisition and installation of the Tenant Improvements to be installed in the Premises that will become a part Leased Premises, including without limitation, architectural and engineering fees, licenses, permits and the costs of any and all plans and specifications and/or construction of the Building Tenant Improvements. With respect to all Tenant Improvements, if such Tenant Improvements consist of any structural improvement, then (i) Tenant’s choice of architects/space planner and contractor, if any, with respect to such Tenant Improvements, shall be subject to Landlord’s prior written approval, with approval not to be unreasonably withheld, conditioned or delayed, (ii) prior to commencement of construction of the "Tenant Improvement Allowance")Improvements, Tenant shall provide Landlord with plans and specifications for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, (iii) such Tenant Improvements shall be constructed in accordance with such plans and specifications approved by Landlord, and (iv) Tenant or Tenant’s contractor shall carry “Builder’s All Risk” insurance in commercially reasonable amounts covering the construction Tenant Improvements. All Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, regulations and ordinances, free of liens and without any claims for unpaid bills or materials, labor or supplies. Tenant’s contractor or contractors for the Tenant Improvements shall be licensed and carry Worker’s Compensation insurance covering all of their respective employees, and shall also carry commercial general liability insurance, including property damage, all with commercially reasonable limits in form reasonably approved by Landlord. Tenant’s contractor or contractors shall submit to Landlord, a Certificate of Insurance, naming Landlord as an additional insured. Tenant is fully shall furnish to Landlord, to the extent applicable, executed construction permits, evidence reasonably satisfactory to Landlord of final inspection of the Tenant Improvements by all governmental agencies having jurisdiction over the Premises and such invoices, certifications, affidavits, lien releases and other documentation as Landlord may reasonably request, to be assured, to Landlord’s reasonable satisfaction, that the Tenant Improvements have been completed in compliance with all laws and, if applicable, in accordance with the plans and specifications approved by Landlord and have been paid for by Tenant. Landlord shall have the option to either pay such expenses directly or to have Tenant be responsible for the payment of paying such expenses. Tenant will be responsible for paying all costs in connection with of the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred Allowance. If the Tenant Improvement allowance is not fully used by the first anniversary of the Delivery Date or the cost of the Tenant Improvements is less than the Tenant Improvement Allowance, such money shall remain the sole property of Landlord and shall be forfeited and no longer offered. Tenant shall not be given any such surplus in cash or allowed to use such surplus in any manner. Landlord shall pay to Tenant (or if determined by Landlord directly to Tenant’s general contractor), the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may in multiple disbursements (but not more than once in any calendar month), following the receipt by Landlord of the following items: (a) An application for payment substantially in the form of AIA Document G-702, covering all work for which disbursement is to be used by Tenant as an offset against any rent payments due hereunder.made to a date specified therein, and (b) The architect’s certification that the work for which payment has been requested has been completed, including with respect to the last application for payment only, any punch- list items, on appropriate AIA form or another form reasonably approved by Landlord (collectively a “Completed Application for Payment”). Landlord shall pay such amount requested in the applicable Completed Application for Payment to Tenant agrees to pay to (or, if determined otherwise by Landlord, directly to Tenant’s general contractor) within thirty (30) days of receipt of an invoice, all costs and expenses in excess following Tenant’s submission of the Completed Application for Payment. Notwithstanding anything to the contrary contained herein, in accordance with Section 2, Tenant Improvement Allowance incurred shall not permit any mechanic’s, materialman’s or other lien against the Premises in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Planslabor, materials used or services furnished or claimed to have been furnished by Tenant in its upfit at the Building shall be customary for this type or on behalf of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordTenant. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. In connection with Tenant’s leasing of the Premises and the initial renovation thereof, Landlord shall provide to Tenant a tenant. improvement allowance not to exceed Eight Million Nine Hundred Twelve Thousand Five Hundred Fifty and zero/100 Dollars ($8,912,550) (i.e., $75.00 per rentable square foot of the Premises) (the “Allowance for (a) Landlord agrees tenant improvements performed in or to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part by Tenant following the date of this Lease, inclusive of all costs for plans and specifications therefor, and all costs incurred to design, engineer, construct and install the Building same (the "“Hard Costs”), and (b) Landlord’s construction oversight, Tenant’s Project Management, permit costs, and related telephone and computer cabling and wiring costs (the “Soft Costs”) (such work and tenant improvements being hereinafter collectively referred to as the “Tenant Improvement Allowance"Work”). Tenant is fully responsible for the payment of all costs shall, in connection with the Tenant Improvements in excess its performance of the Tenant Improvement Work, be solely responsible to obtain a certificate of occupancy or non-residential use permit for the Premises. The Tenant Work shall be deemed an Alteration for all purposes hereunder and shall be performed in accordance with Exhibit A-I attached hereto. Subject to Landlord’s prior written approval thereto, which shall not be unreasonably withheld, delayed or conditioned, Tenant shall have the right to hire its own architect, project manager, and contractor(s) for the design, engineering, and construction of the Tenant Improvements, although it is the preference of the Landlord and more efficient overall, to use one General Contractor for all of the construction work at the Building. Tenant shall pay to Landlord (or, at Landlord’s election, to its construction contract manager), a construction contract oversight fee equal to one percent (1%) of the Allowance (such fee not to exceed $.75 per rentable square foot of the Premises) advanced, which shall be paid to Landlord from the Allowance. Tenant shall promptly submit to Landlord (but no more frequently than monthly), (1) invoices for additional costs all Hard Costs and Soft Costs incurred in the upfit that are approved by Tenant in writing. The performing the Tenant Improvement Allowance Work, together with a signed architect’s certificate of substantial completion of work performed in connection therewith, (2) signed waivers and releases of mechanic’s liens executed by all the general contractor contractors, subcontractors and suppliers performing the Tenant Work or providing materials in connection therewith conditioned only upon payment (as to funds being requested), and (3) such other information or documentation as Landlord or its lender may not be used by Tenant reasonably request or require, such as an offset against any rent payments due hereunder. estoppel certificate, or upon substantial completion of the Tenant Work, an occupancy permit and/or architect’s final certificate of substantial completion (b) Tenant agrees to and architect’s confirmation of completion in compliance with approved plans). Landlord shall, directly pay to LandlordTenant’s contractors, including general contractor, architect, engineer, project manager, owner’s suppliers, vendors, and consultants for appropriate amounts requested by the invoices, within thirty forty-five (3045) days of receipt of an invoicea request from Tenant. In addition to the foregoing, all costs Tenant shall provide Landlord with final lien waivers from the general contractor, conditioned upon payment, subcontractors and expenses in excess suppliers as a condition of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days final payment of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates amounts owed for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses Work. In no event, however, shall Landlord be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready obligated to reimburse or credit Tenant for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder amount if it individually or in the same manner as a default aggregate exceeds the total amount of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at Allowance. Notwithstanding the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitforegoing, Landlord shall have no obligation to reimburse Tenant or to credit any portion of the right to cease all work Allowance under this Exhibit until such Section for Hard Costs or Soft Costs if Tenant fails to comply with the terms and conditions of this Section, or if Tenant is in default of this Lease beyond applicable notice and cure periods at the time as Tenant makes a request for payment or reimbursement. Tenant shall cure submit to Landlord all invoices and requests for reimbursement or payment of all Hard Costs and Soft Costs no later than the twelve (12) months following the Lease Commencement Date (such day being hereinafter referred to as the “Invoice Submission Deadline”); and Landlord shall have no obligation to reimburse Tenant or pay any amounts for any invoices submitted after such default and any delay in Tenant commencing and completing any such cure Invoice Submission Deadline, time being of the essence thereto. Any unapplied or unused portion of the Allowance shall be a delay deemed forfeited by Tenant and retained by Landlord; with the exception that up to $10.00 per rentable square foot of the Premises may be converted from the Allowance, if Tenant shall fail to use all of the Allowance, and not be in default under this ExhibitLease, towards the payment of Base Rent provided Tenant notifies Landlord in writing of such conversion no later than twelve (12) months following the Lease Commencement Date.

Allowance. Landlord shall, subject to the terms of the Work Letter, make available to Tenant the Allowance (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements as defined in the Premises that will become a part Work Letter). Commencing on the Commencement Date and continuing thereafter on the first day of each month during the Base Term, Tenant shall pay the amount necessary to fully amortize the portion of the Building Allowance actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 7% per annum over the Base Term, which interest shall begin to accrue on the later of the Commencement Date and the date that Landlord first disburses such Allowance or any portion(s) thereof (the "Tenant Improvement Allowance"“TI Rent”). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess acknowledges that because a portion of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant disbursed following the Commencement Date, the TI Rent payable pursuant to this Section 4(b) may be adjusted following any such disbursement. Any TI Rent remaining unpaid as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days expiration or earlier termination of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be Lease resulting from a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay Default by Tenant under this ExhibitLease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease. TI Rent shall not be subject to annual adjustments pursuant to Section 4(a). Notwithstanding anything to the contrary contained herein, to the extent that, following the completion and payment in full of the TI Costs (as defined in the Work Letter) under the Work Letter, any portion of the Additional Amount (as defined in the Work Letter) remains unapplied toward TI Costs (“Remaining Additional Amount”), then the monthly Base Rent payable by Tenant pursuant to this Lease shall be reduced by an amount equal to fully amortize the such Remaining Additional Amount in equal monthly payments with interest at a rate of 7% per annum over the Base Term. For example, if, following the completion and payment in full of the TI Costs under the Work Letter, the Remaining Additional Amount is $100,000, then Base Rent shall be reduced by $1,355.47 per month.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (aas hereinafter defined) Landlord agrees of construction of Tenant’s Work pursuant to provide an allowance the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which related solely to the work of up any architect, space planner, engineer, or similar construction professional or which are direct payments made to $80,000applicable authorities for permitting and license fees; provided, to installhowever, supply and otherwise to construct that in no event shall the Tenant Improvements in the Premises that will become a part Eligible Soft Costs exceed fifteen percent (15%) of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible total Allowance or be used for the payment of all costs services provided in connection with the Tenant Improvements in excess negotiation of the Tenant Improvement Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for additional any costs incurred in the upfit that are approved not Eligible Soft Costs or hard costs of real property improvements or alterations, including, without limitation, moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Premises. Payment of the Allowance shall be made by Landlord to Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of an invoiceTenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all costs contractors and expenses subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Tenant Improvement Allowance. Further, the Allowance incurred shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in connection accordance with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days terms of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in on or before December 31, 2014, at which time Tenant hereby waives any and all rights to any unused portion of the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordAllowance. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide an allowance contribute the sum of up to $80,00075.00 per rentable square foot of the First Must-Take Space (the “First Must-Take Space Allowance “) toward the cost of design, to install, supply permitting and otherwise to construct the construction of Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance")First Must-Take Space. Tenant is fully responsible The First Must-Take Space Allowance may only be used for the payment cost of all costs in connection preparing design and construction documents and mechanical and electrical plans, for project management fees associated with the performance of the Tenant Improvements in excess of to the Tenant Improvement Allowance First Must-Take Space and for additional hard costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent First Must-Take Space. Landlord shall disburse the costs First Must-Take Space Allowance to Tenant subject to and expenses are approved by Tenant in writing. Tenant will be billed for such costs accordance with the provisions applicable to the disbursement of the Allowance described in Exhibit C. Landlord’s review and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates Tenant’s plans and specifications for the Tenant Improvements; (ii) fortyImprovements to be constructed within the First Must-five percent (45%) of such costs and expenses Take Space shall be due and payable within 30 days governed by the provisions of receipt Section 2 of an invoice the Work Letter. In no event shall Tenant be entitled to any disbursement of the First Must-Take Space Allowance after such work the first anniversary of the First Must-Take Delivery Date (the “Outside First Must-Take Allowance Date”); provided, however, that the Outside First Must-Take Allowance Date shall be extended on a day-for-day basis for each day that the design or construction of the First Must-Take Space Alterations is substantially completed delayed by Landlord Delay (defined in the Work Letter) or Force Majeure. Other than providing the First Must-Take Space Allowance as described in the foregoing sentence and the Premises are ready for delivery obligation to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in perform the same manner as a default of Tenant in paying First Must-Take Space Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this ExhibitImprovements, Landlord shall have no obligation to make any improvements, alterations and/or provide and concessions to Tenant in connection with the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this ExhibitFirst Must-Take Space.

Allowance. Landlord agrees to give Tenant credit, subject to the terms of this Section, for an allowance (the “Allowance”) equal to (i) $25 per square foot of floor area in the Premises, as the base allowance, plus (ii) $150,000 for the cost of Tenant’s Pylon Sign, plus (iii) an amount, which Landlord and Tenant will agree to in good faith, as a credit to Tenant, equal to Landlord’s cost savings for not performing the items of work listed in Exhibit E, but only to the extent Landlord has not performed those items of work on the date of this Lease, plus (iv) $4 per square foot of floor area in the Premises, including the Connector, for electrical distribution. “Tenant Improvement Costs” means: (a) Landlord agrees to provide an allowance Landlord’s out-of-pocket costs for preparing the Approved Tenant Improvement Plans; (b) the cost of up to $80,000, to install, supply obtaining all permits and otherwise to construct approvals for the Tenant Improvements in Improvement Work; and (c) the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess cost of the Tenant Improvement Work, including all payments to the general contractor for the Tenant Improvement Work. If the Tenant Improvement Costs exceed the amount of the Allowance, Tenant is solely responsible for the excess cost, which it will pay to Landlord as follows: after Landlord has paid or incurred invoices equal to the amount of the Allowance, Landlord may submit any additional invoices it receives for Tenant Improvement Costs and Tenant will, within 25 days, either directly pay the person who issued the invoice, or, if Landlord has paid the invoice, reimburse Landlord. If the Tenant Improvement Costs are less than the total amount of the Allowance, Tenant is entitled, upon written request, to do one or both of the following: (A) use the unused Allowance for additional costs incurred Tenant incurs for Alterations other than the Tenant Improvements that are constructed within 12 months after the Phase 2 Delivery Date; and (B) use the unused Allowance, in an amount up to $5 per square foot of floor area in the upfit that are approved by Tenant Premises, to purchase and install personal property and equipment in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, the Premises within thirty (30) 90 days of receipt of an invoice, after all costs and expenses in excess of the Tenant Improvement Work is substantially complete and Tenant has occupied the Phase 2 Premises. If Tenant uses any part of the Allowance incurred in connection with under the preceding sentence, Tenant Improvements to must request reimbursement within 15 months after the Phase 2 Delivery Date for Alterations, and within 180 days after Tenant occupies the Phase 2 Premises, for personal property and equipment. To the extent Tenant does not use the costs entire Allowance for Tenant Improvement Costs and expenses are approved by additional Alterations or personal property and equipment under the preceding two sentences, Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval forfeits that unused portion of the cost estimates Allowance and is not entitled to receive it as a rent credit or in any other form. Except for the Allowance, Landlord has no obligation to give Tenant Improvements; (ii) forty-five percent (45%) of such any allowance or otherwise pay or reimburse Tenant for any costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery related to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder demolishing or constructing improvements in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless Premises, moving, purchasing, or installing any fixtures, equipment, or inventory, or otherwise specified occupying and opening for business in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordPremises. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide shall reimburse Tenant for all or some portion of the Project Costs through an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "ALLOWANCE") in the amount of $8.50 per rentable square foot of each of the two portions of the Expansion Space. The Allowance shall be payable separately with respect to Expansion Space #1 and Expansion Space #2 in accordance with this Section 3.d. Provided that no default then exists with respect to Tenant's obligation to pay Rent and Tenant Improvement Allowance")is then lawfully in occupancy of the applicable portion of the Expansion Space in the routine conduct of its business, Landlord shall pay to Tenant a sum in the amount of the lower of the $8.50 per rentable square foot of the applicable portion of the Expansion Space Allowance or the actual Project Costs for such portion of the Expansion Space within 10 business days after the last to occur of the following: (i) Landlord's receipt of the Substantial Completion Certificate for such portion of the Expansion Space; and (ii) Landlord's receipt of full lien waivers for all of the Tenant Work for such portion of the Expansion Space. Tenant is fully shall be solely responsible for all Project Costs for such portion of the payment of all costs in connection with the Tenant Improvements Expansion Space in excess of the Tenant Improvement portion of the Allowance for additional payable with respect to such portion of the Expansion Space. Project Costs shall not include, and the Allowance shall not be payable with respect to, any overhead or other "internal" costs incurred or expenses of Tenant, any costs or expenses which are not actually paid to third parties unaffiliated with Tenant, or any costs of purchasing, leasing, and/or installing any equipment or other personal property which will not become part of the Premises and the property of Landlord upon installation in the upfit that are approved by Tenant in writingExpansion Space. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees $8.50 per rentable square foot maximum shall apply collectively to pay to Landlordboth of Expansion Space #1 and Expansion Space #2, within thirty (30) days of receipt of an invoice, all costs and expenses in excess so that if Project Costs for one portion of the Expansion Space do not equal $8.50 per rentable square foot, but Project Costs for the other portion exceed $8.50 per rentable square foot, Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days entitled to be reimbursed for more than $8.50 per rentable square foot of receipt of an invoice after Tenant's approval Project Costs for the second portion of the cost estimates Expansion Space, provided that the maximum amount of the Allowance shall remain the lesser of $216,903 or total actual Project Costs for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderentire Expansion Space. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall make a contribution toward the cost of Tenant's Work (including, without limitation, the costs of construction, labor, materials, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings and other miscellaneous items including, without limitation, cabling, telephone and signage and construction management fees) and toward any other architectural and engineering fees in connection with such Tenant's Work (collectively, the “Allowance Permitted Costs”) in the amount of $1,130,042.34 (i.e., being $37.17 per square foot of Rentable Area of the Additional Premises) (the “Allowance”). The Allowance shall be disbursed pursuant to the terms and conditions hereinafter set forth: (a) If any portion of Tenant's Work is to be performed by or otherwise coordinated with Landlord, as construction manager, then Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct shall disburse the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible Allowance for the payment of all costs amounts due from time to time in connection with the Tenant Improvements in excess work. As to any of the Tenant Improvement Tenant's Work or other items not performed by or otherwise coordinated with Landlord, as construction manager, Landlord shall disburse the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees from time to pay to Landlordtime, within thirty (30) days of receipt of an invoicefollowing Tenant's request for payment therefor and certification that the Tenant's Work for which payment is requested has been performed and that the amounts for which payment is requested are due and owing, all costs which disbursement shall be made (A) to Tenant (or, at Tenant's option, by check payable directly to Tenant's materialmen and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses contractors) within thirty (30) days after presentation by Tenant to Landlord of invoice: request for payment and appropriate and complete contractor's affidavits, owner's sworn statements, architect certifications and waivers of lien (iwhich waivers of lien may be conditioned on payment of the amount to be disbursed, if such disbursement is being paid directly to the respective contractor) fifty percent showing that the work covered thereby has been performed in the Additional Premises and (50%B) to Tenant (or, at Tenant's option, by check payable directly to Tenant's designated suppliers or other recipients) for such other items which are the basis of such costs request within thirty (30) days after Landlord receiving bills of such suppliers or other recipients and, to the extent their work is lienable, upon presentation of affidavits, sworn statements and expenses waivers as described in (A) above. In no event shall Tenant be due and payable within 30 days of receipt of an invoice after Tenant's approval permitted to make more than one such request for disbursement of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection Allowance per calendar month. (b) In the event that the cost of the Tenant's Work and such other items for which the Allowance may be applied should for any reason be greater than said Allowance provided by Landlord hereunder, Tenant shall be a default hereunder and responsible for the payment of such excess cost. Tenant shall be treated hereunder solely responsible for timely payment of any costs associated with the Tenant's Work incurred by Tenant and not otherwise consisting of Allowance Permitted Costs. Further, in the same manner as a default event that the cost of the Tenant's Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant in paying Base Rent hereundershall not be entitled to any unused portion of the Allowance. (c) Unless otherwise specified Landlord has no obligation to disburse any portion of the Allowance so long as Tenant is in monetary default under the PlansLease (provided that if said monetary default is thereafter cured within applicable notice and cure periods under the Lease, materials used then Landlord shall thereafter promptly pay said Allowance in accordance with this Paragraph 7). Disbursement of any portion of the Allowance shall not be deemed a waiver of Tenant's obligation to comply with such provisions. As to any work not performed by or coordinated with Landlord, Tenant in its upfit at the Building shall be customary responsible for this type the appropriateness and completeness of upfit the contractors' affidavits and Building waivers of lien and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, approval of any of such work; Landlord shall have no responsibility for any of the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitforegoing.

Allowance. (a) Landlord agrees to provide an allowance pay for the cost of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Basic Project Costs") in an amount not to exceed Seven Hundred Seventy-Three Thousand Five Hundred Ninety-Five Dollars ($773,595) ("Tenant Improvement Allowance"). Provided Tenant is fully responsible for the payment of all costs not in connection with the Tenant Improvements in excess of default hereunder, Landlord shall disburse the Tenant Improvement Allowance for additional costs incurred in applicable to the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees Project Basic Costs from time to pay to Landlordtime, within thirty (30) days of each notice by Tenant of such cost being payable to such contractor, subcontractor or vendor, as the case may be upon the last to occur of Landlord's receipt of an invoice(i) copies of General Contractor's (as hereinafter defined) applications for payment, all including the General Contractor's final application for payment in conjunction with the last draw hereunder, (ii) complete release of General Contractor and subcontractor rights to mechanic's lien claims on account of the Tenant Improvements to which such draw is applicable and in conjunction with the final draw a final lien release and such other documentation as Landlord may require in conjunction therewith to enable Landlord to obtain a title insurance endorsement over mechanic lien rights, (iii) evidence of completion of the Work to which such draw applies. The Tenant Improvement Allowance is based on a rentable square footage of the Premises of 17,191 rentable square feet and Forty Five Dollars ($45.00) per rentable square foot. Landlord's total financial obligation with respect to the purchase, construction and installation of the Tenant Improvements or any other improvements to the Premises shall be limited solely to the Tenant Improvement Allowance. Tenant agrees to pay for any costs and expenses related to completion of the Work in excess of the Tenant Improvement Allowance incurred ("Excess Costs"). To the extent the Basic Project Costs are less than the Tenant Improvement Allowance ("Excess Allowance"), the Excess Allowance may be utilized by Tenant in connection with an amount not to exceed One Hundred Seventy-One Thousand Mine Hundred Ten Dollars ($171,910) to reimburse Tenant for cabling, consultant fees, permits, furniture or as a credit against Base Rent and any excess beyond such amounts shall be and remain the property of Landlord. Notwithstanding anything contained herein to the contrary, and in addition to the Allowances (to the extent necessary), Tenant shall spend all amounts required to complete the Tenant Improvements to Work in substantial conformance with the extent the costs Approved Working Drawings, using class A workmanship and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) fortynew class-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderA materials. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to shall provide an allowance to Tenant of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 100,000.00 (the "“Exterior Allowance”) to reimburse Tenant Improvement for costs of improvements for a grade-level pedestrian connection to the Building, with walks, canopies, lighting, seating, snow melt, and other aesthetic features and improvements as mutually designed by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020. In addition, Landlord shall provide an additional allowance to Tenant of $10.00 per square foot (the “Interior Allowance")”) to reimburse Tenant for costs of improvements for interior features and improvements as proposes and mutually agreed upon by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020, and provided further that Tenant has not theretofore exercised its Early Termination Right. Tenant is fully responsible for the payment of all costs Such improvements shall be performed in connection compliance with the provisions of this Lease, and the Interior Allowance and Exterior Allowance, as applicable, shall be disbursed to Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days following Landlord’s confirmation that the relevant improvements have been completed in accordance with plans and specifications approved by Landlord, and receipt by Landlord of receipt Tenant’s verification of an invoice, all costs and expenses in excess all applicable releases and waivers of liens. Additionally, if Tenant exercises Extended Term 1 Landlord shall provide an allowance to Tenant of $5.00 per square foot (the “Extended Term Allowance”) to reimburse Tenant Improvement Allowance incurred in connection with the Tenant Improvements for costs of improvements to the extent the costs and expenses are Premises as mutually approved by Tenant and Landlord. Such improvements shall be performed in writing. compliance with the provisions of this Lease, and the Extended Term Allowance shall be disbursed to Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days following Landlord’s confirmation that the improvements have been completed in accordance with plans and specifications approved by Landlord, and receipt by Landlord of invoice: (i) fifty percent (50%) Tenant’s verification of such costs and expenses shall be due all applicable releases and payable within 30 days waivers of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderliens. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide Amount; Reimbursable Costs & Payment. Allowance means an allowance of amount up to a maximum of Four Hundred Seventy-Nine Thousand and 00/100 Dollars ($80,000479,000.00) to reimburse Tenant for the actual costs of design, to installengineering, supply plan review, obtaining all approvals and otherwise to construct the permits, and construction of Tenant Improvements Work in the Premises that will become a part of (including the Building Construction Monitoring Fee), and shall be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant’s FF&E (the "Tenant Improvement Allowance"as such term is defined herein). Tenant is fully responsible for For purposes of this Amendment, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant’s Personal Property" described on Exhibit “G” to the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingOriginal Lease. The Allowance shall be paid to Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days after the later of receipt of an invoice, all costs and expenses in excess final completion of the Tenant Improvement Allowance Work and Landlord's receipt of (i) a certificate of completion prepared by Tenant’s Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred in connection by Tenant with respect to the Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the Tenant Improvements items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs and expenses of the Tenant Work are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days less than the amount of invoice: (i) fifty percent (50%) of such costs and expenses the Allowance, then any balance remaining thereafter shall be due retained by Landlord as its sole property and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right no obligation or liability to cease all work under this Exhibit until Tenant with respect to such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitexcess.

Allowance. On the Effective Date, the RBL Claims shall be Allowed in their entirety for all purposes of the Plan in the aggregate principal amount of $188,500,000, plus any accrued and unpaid interest (accruing at the default rate to the extent provided under the RBL Credit Agreement), fees, costs, and other expenses arising under, and payable pursuant to, the RBL Credit Agreement on or before the Effective Date, which shall not be subject to any avoidance, reductions, setoff, offset, recharacterization, subordination, counterclaims, cross claims, defenses, disallowance, impairments, or any other challenges under applicable law or regulation by any entity. Treatment: On the Effective Date, each Holder of an Allowed RBL Claim will receive (a) Landlord agrees to provide an allowance its pro rata share (determined as a percentage of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part all Allowed RBL Claims) of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. All Lender Portion and (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent if such Holder elects to participate in the Exit Revolving Facility, (50%x) such Holder’s pro rata share (determined as a percentage of all Allowed RBL Claims owned by Holders electing to participate in the Exit Revolving Facility) of the Exit Facility Revolving Lender Cash Portion and (y) Exit Facility Revolving Loans with a principal amount equal to the amount of such costs and expenses shall be due and payable within 30 days of receipt of an invoice Holder’s Allowed RBL Claim (after Tenant's approval application of the cost estimates for All Lender Portion and the Tenant Improvements; Exit Facility Revolving Lender Cash Portion to such Holder’s Allowed RBL Claim) and commitments under the Exit Revolving Facility, upon the terms and conditions set forth in the Exit Facility Term Sheet, and (ii) forty-five percent (45%) if such Holder does not elect to participate in the Exit Revolving Facility, Second Out Term Loans with a principal amount equal to the amount of such costs and expenses Holder’s RBL Claim (after application of the All Lender Portion to such Holder’s Allowed RBL Claim). The Liens securing the RBL Credit Facility shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and retained by the Premises are ready for delivery Exit Facility Agent to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in secure the same manner as a default of Tenant in paying Base Rent hereunderExit Facility upon the Effective Date. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (aA) Landlord agrees shall make a contribution (the “Allowance”) towards the cost of Tenant’s Work (including, without limitation, the costs of construction, permits and inspections, design drawings, architectural drawings, mechanical, electrical and plumbing drawings) in the amount of Five Hundred Forty-Nine Thousand Six Hundred Fifty and No/100 Dollars ($549,650.00) (which is Fifty Dollars ($50.00) per square foot in the Square Footage), on the terms and conditions hereinafter set forth. The cost of Tenant’s bathroom facilities, as shown on Tenant’s approved space plan, shall be borne by Landlord and shall be in addition to provide an allowance the Allowance. The cost of Tenant’s restroom facilities including any design and planning cost, as shown on Tenant’s approved space plan, shall be borne by Landlord and shall be in addition to the Allowance. Further, Landlord agrees, in addition to the Allowance, to cover the cost of a test fit, with up to one revision, at a cost not to exceed One Thousand Ninety-Nine and 30/100 Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements 1,099.30) (which is ten cents ($0.10) per square foot in the Premises Square Footage) (i) Landlord shall disburse the Allowance in monthly progress payments, upon Tenant’s request for payment and certification that will become a part the work for which disbursement is sought has been performed and that the amounts for which payment is requested are due and owing, which disbursement shall be made to Tenant (or, at Landlord’s option, by check payable jointly to Tenant and to Tenant’s materialmen and contractors) within fifteen (15) business days after presentation by Tenant to Landlord of request for payment and appropriate, complete contractor’s affidavits and partial waivers of lien showing that the Building (work covered thereby has been performed in the "Tenant Improvement Allowance")Demised Premises. Before final payment, Tenant’s general contractor shall submit final as-built plans. Tenant is fully shall be responsible for the payment appropriateness and completeness of all such contractors’ affidavits and waivers of lien and approval of any of such work; Landlord shall have no responsibility for any of the foregoing. Disbursement of the Allowance shall not be deemed a waiver of Tenant’s obligation to comply with such provisions. Landlord has no obligation to disburse any portion of the Allowance if Tenant is in default under the Lease or this Work Letter. (ii) In the event that the cost of Tenant’s Work and such other items for which the Allowance may be applied should for any reason be less than the full amount of the Allowance, Tenant shall be entitled to use up to Forty Three Thousand Nine Hundred Seventy-Two and No/100 Dollars ($43,972.00) (which is Four Dollars ($4.00) per square foot in the Square Footage of such unused amounts) to pay for telephone installation, computer cabling, moving costs and furniture and equipment installed in connection the Demised Premises, or, at Tenant’s discretion, for any other hard and soft costs associated with Tenant’s Work. In the Tenant Improvements event Landlord determines, at any time, that the cost of Tenant’s Work and such other items for which the Allowance may be applied is or is likely to be in excess of the amount of the then undisbursed portion of the Allowance, then Tenant Improvement Allowance shall be solely responsible for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderpayment of such excess. (biii) Tenant agrees In the event that the Allowance is not fully disbursed, in accordance with this Paragraph 9, by the date which is twelve (12) calendar months following the Lease Commencement Date, then Tenant’s rights in and to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess such remainder of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs shall cease and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderterminated. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to shall provide Tenant with an additional leasehold improvement allowance of up to $80,000600,000 (the “Allowance”). The Allowance may only be used for leasehold improvements in and to the Premises, to installwhich improvements shall be consistent in quality and type with those leasehold improvements already in place. In no event shall the Allowance be used for trade fixtures, supply and otherwise to construct the equipment, furnishings or other removable personal property of Tenant. Any leasehold improvements constructed by Tenant Improvements in the Premises that will become shall be constructed pursuant to plans and specifications approved by Landlord and by a part general contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed and shall otherwise be constructed in accordance with the provisions of Sections 9 and 10 of the Building Lease. All construction shall be done at Tenant’s expense (provided that Tenant shall be reimbursed for the "Tenant Improvement Allowance"Allowance as set forth herein), in a good and workmanlike manner, and shall comply at the time of completion with all Laws and Requirements. Tenant is fully responsible for the payment shall deliver to Landlord copies of all costs certificates of occupancy, permits and licenses required to be issued by any authority in connection with Tenant’s construction. Draws against the Allowance shall be disbursed to Tenant Improvements by Landlord promptly (and in no event later than thirty (30) calendar days) after submittal by Tenant to Landlord of evidence of the costs and expenses of the leasehold improvements, evidence of payment thereof by Tenant, and lien waivers from all persons supplying labor or materials to the leasehold improvements. The Allowance may be disbursed in periodic draws, but no more frequently than monthly. If the costs and expenses of the leasehold improvements in and to the Premises exceed the Allowance, Tenant shall be solely responsible for payment of any excess. In the event the budget for the leasehold improvements is estimated by Landlord and Tenant to exceed 125% of the Allowance, Tenant will either (i) directly pay (without recourse to the Allowance), and provide Landlord lien waivers for, that portion of the construction costs sufficient to bring the remainder of the budgeted costs within the Allowance, or (ii) deposit the amount in excess of the Tenant Improvement Allowance for additional costs incurred in with Landlord to be disbursed by Landlord after the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess full disbursement of the Allowance, to insure that all construction is completed lien free (any excess Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant funds will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval returned to Tenant upon completion of the cost estimates for project and full payment of the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderproject costs). (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide Amount; Reimbursable Costs & Payment. Allowance means an allowance of amount up to a maximum of Four Hundred Seventy-Nine Thousand and 00/100 Dollars ($80,000479,000.00) to reimburse Tenant for the actual costs of design, to installengineering, supply plan review, obtaining all approvals and otherwise to construct the permits, and construction of Tenant Improvements Work in the Premises that will become a part of (including the Building Construction Monitoring Fee), and shall be payable as provided below. In no event shall the Allowance be used to reimburse Tenant for Tenant's FF&E (the "Tenant Improvement Allowance"as such term is defined herein). Tenant is fully responsible for For purposes of this Amendment, "Tenant's FF&E" shall mean Tenant's furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingOriginal Lease. The Allowance shall be paid to Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days after the later of receipt of an invoice, all costs and expenses in excess final completion of the Tenant Improvement Allowance Work and Landlord's receipt of (i) a certificate of completion prepared by Tenant's Architect, (ii) final as-built plans and specifications pursuant to this Amendment, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred in connection by Tenant with respect to the Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the Tenant Improvements items required above for disbursement or reimbursement for any reimbursable costs out of the Allowance, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs and expenses of the Tenant Work are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days less than the amount of invoice: (i) fifty percent (50%) of such costs and expenses the Allowance, then any balance remaining thereafter shall be due retained by Landlord as its sole property and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right no obligation or liability to cease all work under this Exhibit until Tenant with respect to such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitexcess.

Allowance. (a1) Provided Tenant is not in default under the Lease, Landlord agrees to provide an allowance shall reimburse Tenant for a portion of up to $80,000, to install, supply and otherwise the costs incurred by Tenant to construct the Tenant Improvements its improvements in the Premises that will become up to a total of Fifteen and 00/100 Dollars ($15.00) per RSF (the “Allowance”). Reimbursable costs shall include sums owed to Tenant’s contractor for labor in installing Tenant’s Work and the reasonable cost of materials and equipment incorporated into the Premises as part of the Building (the "Tenant Improvement Allowance")Tenant’s Work. Tenant is fully responsible The Construction Allowance may also be used for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred Tenant’s communications systems and cabling, trade fixtures, furniture and equipment to be installed in the upfit that are approved by Tenant in writingPremises as well as any other costs associated with Tenant’s initial build-out. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of If the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and estimated to exceed the Premises are ready for delivery to Tenant; (iii) five percent (5%) amount of such the Construction Allowance, all additional costs and expenses shall be due Tenant’s responsibility and payable within 30 days of receipt of an invoice after final completion of all punch list itemsTenant shall provide Landlord adequate security to ensure full and timely payment thereof. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure offset any such default amount due and any delay in Tenant commencing and completing any such cure shall be a delay owing by Tenant under the Lease against the Construction Allowance. (2) Landlord shall pay the Allowance to or on behalf of Tenant within ten (10) days after all of the following conditions have been satisfied: (a) delivery of full and final lien waivers from the general contractor and all subcontractors and materialmen or the expiration of the period of time during which liens may be filed arising out of the labor and materials provided in connection with Tenant’s Work, provided no liens have actually been filed or threatened; (b) Landlord’s receipt of Tenant’s as built plans showing all improvements actually constructed in the Premises in a format approved by Landlord; (c) Landlord’s receipt of a request for disbursement together with invoices, statements and such other back-up documentation as may be reasonably appropriate to establish and substantiate the costs for which Tenant seeks reimbursement hereunder; and (d) Tenant shall have opened for business in the Premises. If any liens are filed against the Premises or the Project arising out of Tenant’s work and said liens are not removed within fifteen (15) Business Days of Landlord’s demand for their removal, Landlord shall be entitled to pay whatever costs Landlord may consider appropriate to remove said liens and to offset said costs, including without limitation any attorneys fees and costs, against the Allowance. Tenant must spend the Allowance and request disbursement within one (1) year after the Effective Date. (3) If Tenant breaches or defaults under any of the terms and provisions of the Lease during the Term and the Lease is terminated or rejected, then in addition to all other remedies of Landlord set forth in the Lease, Landlord may recover the unamortized portion of the Allowance, plus interest thereon at the rate of twelve percent (12%) per annum. The period of amortization shall be the Initial Term of the Lease and such amortization shall be made on a straight-line basis. Landlord and Tenant specifically intend the recovery of Landlord’s Construction Allowance pursuant to the preceding sentence shall not be limited or impaired by Section 502 or other provision of the Bankruptcy Code. The foregoing shall be deemed to be a financial accommodation of the type referenced in 11 U.S.C. § 365(c)(2) and a material and substantial part of this Exhibitlease transaction.

Allowance. (a) Landlord agrees to provide an Tenant a tenant improvement allowance in the amount of up Seven Hundred Ninety-three Thousand Five Hundred Twenty Dollars ($793,520) (the "Allowance") for the construction of the Tenant Improvements. The Allowance shall be applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to $80,000subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall any portion of the Allowance be used for any purpose other than the approved costs in the budget for the Tenant Improvements Costs. Any and all costs in excess of the Allowance required to installcomplete the construction of the Tenant Improvements in accordance with subparagraph (b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, supply Tenant shall submit to Landlord for its review and otherwise approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the Premises in connection with the construction of the Tenant Improvements ("Payment Request"). Each Payment Request shall be accompanied by a certification signed by the Tenant's general contractor and the Tenant's architect showing that the work reflected in such Payment Request was performed in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs to construct the Tenant Improvements Improvements, including change orders, and the amount expended for such items to date and the estimated costs to complete the Tenant Improvements. In addition, each Payment Request shall be accompanied by lien release waivers from all contractors, subcontractors and materialmen to be paid through such Payment Request and, with respect to completed work, final lien release waivers, all in form and content acceptable to Landlord. Within ten (10) business days after Landlord's approval of each such Payment Request, Landlord shall cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (90%) of such approved Payment Request times the ratio which the total Allowance bears to the total construction cost set forth in the Premises that will become a part certifications by Tenant's general contractor and architects. Landlord shall cause to be disbursed the ten percent (10%) retention amount, up to the limit of the Building (Allowance, upon the "Tenant Improvement Allowance"). Tenant is fully responsible issuance of an unqualified Certificate of Occupancy for the payment Premises and the expiration of all costs the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderImprovements. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise Tenant shall be responsible for the cost to construct and install the Tenant Improvements only to the extent that the Cost Statement, taking into account any increases or decreases resulting from any Change Orders (as hereinafter defined) or as a result of any Tenant Delays, exceeds $42.00 per RSF (as defined in the Premises that will become a part Lease) of the Building Leased Premises (i.e, if the RSF is 34,436, the Allowance shall be $42.00 x 34,436 = $1,446,312.00) (the "Tenant Improvement “Allowance"”). Tenant is fully responsible for If, following Tenant’s approval (or deemed approval) of the payment of all costs in connection with Cost Statement shows that the cost to construct and install the Tenant Improvements will exceed the Allowance, Tenant shall pay Landlord, within ten (10) days following Landlord’s written request, which request shall not be submitted until a point of completion which requires funds in excess of the Allowance, an amount equal to one-half (1/2) of such excess. Following Substantial Completion of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Improvements, Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to shall pay to Landlord, Landlord the remaining difference between the Cost Statement (taking into account any increases or decreases resulting from any Change Orders) and the Allowance within thirty ten (3010) days of receipt of an invoice, all costs Landlord’s request therefor. Tenant’s failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and expenses in excess installation of the Tenant Improvement Improvements until such payment is received, and any resulting delay shall constitute a Tenant Delay (as hereinafter defined) hereunder. In addition, all delinquent payments shall accrue interest at the Prime Rate plus four percent (4%) per annum. If the Allowance incurred in connection with exceeds the Cost Statement (taking into account any increases or decreases resulting from any Change Orders), Tenant Improvements to may use such excess amount for the extent the actual cost of Tenant’s moving expenses, CD’s, legal fees and expenses, telecommunication wiring costs and expenses are approved by Tenant in writingfurniture. Tenant will Any remaining amount of the Allowance shall be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: either (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval credited to Tenant upon occupancy of the cost estimates for the Tenant Improvements; Leased Premises, or (ii) forty-five percent (45%) applied to Rent at Tenant’s direction. Any portion of such costs and expenses the Allowance not used on or before the first anniversary of the Commencement Date shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderforfeited. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (ai) Landlord agrees shall perform the Landlord’s Work shown in accordance with the Construction Drawings and in accordance with the other requirements of this Lease. Landlord’s construction manager for the Landlord’s Work shall be Xxxxxxxx Realty Management, who shall supervise the general contractor selected by Landlord. Landlord shall pay for a portion of the cost of the Landlord’s Work (i.e., the sum of the Hard Costs of Landlord’s Work and the Construction Management Fee) in an amount (the “Allowance”) not to provide an allowance of up to $80,000exceed the Maximum Allowance and Tenant shall pay for any and all costs and expenses associated with the Landlord’s Work (including, to installwithout limitation, supply and otherwise to construct the Tenant Improvements such additional expenses which result from any special work, materials, finishes or installations required by Tenant, unforeseen field conditions, or from any delays in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements Landlord’s Work occasioned by Tenant) in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writingMaximum Allowance, if any (“Tenant’s Excess Share”). The Tenant Improvement Allowance may not be used and applied only against the cost of labor and materials, general contractor’s overhead and profit, contractors* insurance, taxes, bonds and permit fees, impact fees and other similar fees required (collectively, “Hard Costs”) in connection with Landlord’s Work, except that (x) up to $[******] (i.e., $[******] per rentable square foot of the Premises) of the Allowance may be used by Tenant to reimburse Tenant for the following documented, out-of-pocket “soft” costs incurred by Tenant: costs paid by Tenant for the purchase and installation of Tenant’s furniture, fixtures and equipment, architectural and engineering fees and the Construction Management Fee (defined below), (y) up to $[******] (i.e., $[******] per rentable square foot of the Premises) of the Allowance may be used by Tenant to reimburse Tenant for the Hard Costs of Tenant’s Work, and (z) any unused Allowance may be used for approved change orders as an offset against any rent payments due hereunderprovided in Section 5(i) below. (bii) Tenant agrees to pay to All costs of Landlord’s Work (which shall include the Construction Management Fee [defined below], within thirty (30which Construction Management Fee shall be deducted from the Allowance by Landlord) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Maximum Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved shall be paid by Tenant in writingto Landlord upon Landlord’s demand therefor. Tenant will shall not be billed entitled to any credit or payment from Landlord for such costs and expenses as follows and will pay said costs and expenses within thirty any portion of the Allowance not utilized by Tenant on or before the date that is nine (309) days months after the Commencement Date of invoice: the Term of the Lease. (iii) For purposes hereof, the “Construction Management Fee” shall equal the sum of (x) $[******] plus (y) two percent (2%) of the difference of (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; $[******] subtracted from (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion total of all punch list items. Failure Hard Costs of Tenant to remit any payment required by this subsection (b) shall be a default hereunder Landlord’s Work and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit all architectural and Building and readily available in the market where the Building is located, all as reasonably determined engineering fees incurred by Landlord. (div) The Final Plans are included on Exhibit B. (e) Should Tenant default under this ExhibitNotwithstanding anything to the contrary herein, in addition to the Allowance, Landlord shall have contribute $[******] towards the right to cease all work under this Exhibit until such time as Tenant shall cure any such default cost of Landlord’s Work, representing half of certain costs associated with the construction of the demising wall between the Premises and any delay in Tenant commencing and completing any such cure shall be other premises, plus the amount of $[******] representing the contractor’s overhead therefor, for a delay by Tenant under this Exhibittotal contribution of $[******].

Allowance. (a) Landlord agrees to provide Tenant shall be provided with an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance") of Forty-Six Thousand Four Hundred Thirty-One Dollars ($46,431) (equivalent to $5.50 per rentable square foot of the Third Floor Remainder Space). The Tenant is fully responsible Improvement Allowance shall be used by Tenant for Alterations to the Third Floor Remainder Space (including costs associated with space planning, construction drawings, construction management and permit fees, but expressly excluding costs for furniture, fixtures, equipment and other personal property), which Alterations shall be conducted in accordance with, and subject to, the provisions of Article 8 of the Original Lease, as modified by this Section 5.2; provided that Landlord shall respond to Tenant's submittals of plans and specifications for work in the Third Floor Remainder Space within five (5) business days after receipt thereof. All Alterations shall also be performed in accordance with Landlord's Wilshire Courtyard Rules and Regulations Governing Construction. Landlord will allow Tenant to use a reputable general contractor, experienced in the construction of tenant improvements in Comparable Buildings, selected by Tenant for the payment improvement of all costs in connection with the Third Floor Remainder Space hereunder, subject to Landlord's reasonable approval. All subcontractors used by Tenant Improvements in excess for the Alterations shall be from Landlord's approved vendor list. Landlord hereby pre-approves XXXXXXX Architecture/Interiors as architect. Portions of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by shall be advanced to Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days after Tenant has delivered to Landlord copies of receipt of an invoice, all costs the original invoices for Tenant's work or labor performed and expenses materials or supplies furnished in excess connection with such work; provided that in no event shall Landlord be obligated to disburse any of the Tenant Improvement Allowance incurred in connection with after March 31, 2012, and Tenant shall not make more than three (3) separate disbursement requests. Tenant shall obtain such verification, reports and lien waivers and releases from contractors, subcontractors and materialmen and shall satisfy such other standard construction loan disbursement conditions as reasonably may be required by Landlord. Landlord shall not be required to pay more than the Tenant Improvements Improvement Allowance toward all costs, expenses and charges related to the extent the costs Tenant's Alterations, and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates responsible for the Tenant Improvements; (ii) forty-five percent (45%) remaining portion of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderrequired. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise Tenant shall be responsible for the cost to construct and install the Tenant Improvements in only to the Premises extent that will become a part the Cost Statement, taking into account any increases or decreases resulting from any Change Orders (as hereinafter defined), exceeds $395,832.00 (the “Allowance”). If, following Tenant’s approval (or deemed approval) of the Building (Plans and Specifications, the "Tenant Improvement Allowance"). Tenant is fully responsible for Cost Statement shows that the payment of all costs in connection with cost to construct and install the Tenant Improvements in excess of will exceed the Allowance, Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay shall deliver to Landlord, within thirty (30) days following Xxxxxxxx’s written request, an amount equal to one-half (1/2) of receipt of an invoice, all costs and expenses in excess such excess. Following substantial completion of the Tenant Improvement Improvements, Tenant shall pay to Landlord the remaining difference between the Cost Statement (taking into account any increases or decreases resulting from any Change Orders) and the Allowance incurred within ten (10) days of Landlord’s request therefor. Tenant’s failure to deliver the payments required in connection with this paragraph shall entitle Landlord to stop the construction and installation of the Tenant Improvements until such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. Notwithstanding the foregoing, if the Cost Statement exceeds the Allowance, Tenant shall have the option, which option shall be exercised, if at all, by written notice to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days following Xxxxxx’s receipt of invoice: the Cost Statement, to amortize such excess (iherein, the “Excess Cost”) fifty over the period commencing as of November 1, 2003 and continuing through and including October 31, 2008 on a straight-line basis at an annual rate of twelve percent (5012%) of such costs and expenses ), which amortization payments shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder paid monthly in the same manner as Base Rental; provided, however, that Tenant shall be permitted to amortize only a default maximum amount equal to the product of (a) Five and No/100 Dollars ($5.00), and (b) the rentable square feet of the Leased Premises. Xxxxxx acknowledges and agrees that upon an early termination of the Lease for any reason (including, but not limited to, pursuant to casualty or condemnation or pursuant to Section 17(c) below), Tenant shall immediately pay to Landlord all accrued and unpaid interest, together with the unamortized portion of said Excess Cost. If the Allowance exceeds the Cost Statement (taking into account any increases or decreases resulting from any Change Orders), Landlord and Tenant shall confirm the amount of such savings in writing, and such savings shall be credited to Tenant in such manner as Tenant reasonably requests which may include, without limitation and at Tenant’s option, application of such savings to the construction of Tenant Improvements related to future Construction Stages, to any of the kinds of costs within the definition of “Improvement Costs”, above, to Base Rental, to any costs associated with any tenant improvements constructed by or on behalf of Tenant in paying Base Rent hereunder. any Expansion Space (c) Unless otherwise specified in hereinafter defined), and/or to the Planscost of any furniture, materials used fixtures or equipment installed by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordLeased Premises or any Expansion Space. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Landlord agrees Lessee's Work shall be done at Lessee's expense, including building permit fees, other fees, architectural and engineering expenses and other expenses relating to provide Lessee's Work. However, Lessor shall allow Lessee the following allowances: (1) a finish-out allowance of $24.00 per rentable square foot of the Premises (the "Construction Allowance"); (2) an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in 2.00 per rentable square foot of the Premises that will become a part for space planning and preparation of the Building construction drawing (the "Tenant Improvement Design Allowance") to be applied toward payment of actual out of pocket costs incurred by Lessee in connection with the design and completion of Lessee's Work; and (3) an allowance of $1.00 per rentable square foot of the Premises for moving during construction (the "Moving Allowance"); (the Construction Allowance, Design Allowance and Moving Allowance are hereinafter sometimes collectively referred to as the "Allowance"). Tenant is fully Lessee shall be permitted to draw from any of the categories of Allowances to pay for Lessee's work, including, but not limited to payment of fees due Charter Associates, Lessee's construction management firm, or such other construction manager approved by Lessor. In addition to Lessee's Work, Lessee may draw upon the Allowance to pay the costs for installing signage and/or elevator key-card access systems, all as described elsewhere in this Amendment. Lessor acknowledges that Lessee's Work may be performed in stages, with certain areas of the Premises being constructed and then, subsequently, other areas. Accordingly, Lessee may draw upon the Allowance from time to time, provided however, Lessor shall not be required to advance or approve any request for an advance of, any portion of the Allowance with respect to any invoice or request for disbursement submitted by Lessee to Lessor after April 30, 2005. The proceeds of the Allowance shall be used solely for payment of eligible costs incurred in constructing the permanent leasehold improvements described in the Plans approved by Lessor or such other costs allowed in the preceding paragraph. Lessee understands that if the cost of Lessee's Work, including without limitation any changes in Lessee's Work, exceeds the Allowance, then Lessee shall be solely responsible for the payment of all such costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred Allowance. As the Lessee's Contractor constructs Lessee's Work and is entitled to payment (each such payment, a "Contractor Payment") under the Construction Contract attributable to the Lessee's Work only, Lessee shall notify Lessor as to the date on which Lessee's Contractor and architect have scheduled the periodic draw walk (which shall be no more often than monthly) and Lessor shall be entitled to participate in the upfit that are approved periodic draw walk. Within thirty (30) days after the date on which Lessee's Contractor and Lessor have agreed upon the amount of any periodic draw requests as certified by Tenant in writingLessee's architect, Lessor shall be obligated to reimburse Lessee for such Contractor Payment (to the extent certified by Lessee's architect) paid by Lessee to Lessee's Contractor until the balance of the Allowance has been fully utilized. The Tenant Improvement All payments of the Allowance may not shall be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees made to pay to Landlord, Lessee within thirty (30) days of after Lessor's receipt of an invoice, all costs and expenses in excess invoice from Lessee requesting reimbursement of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows expenses, which invoice shall include the architects' certification and will pay said documentation reasonably acceptable to Lessor to confirm payment of such costs and expenses within expenses, together with a copy of the draw request and all supporting information and partial lien wavers and releases from Lessee, Lessee's Contractor and subcontractors. Lessee's Construction Contract shall be subject to a 10% retainage by Lessee. Lessor shall not be required to reimburse Lessee for the required retainage until thirty (30) days after Lessor's receipt of: proof that all bills in connection with Lessee's Work or such stage have been paid in full and all persons or entities with the right to file a lien in connection therewith have finally waived and released their lien rights in connection therewith in a manner satisfactory to Lessor; a copy of invoice: (i) fifty percent (50%) Lessee's certificate of such costs occupancy; an original Affidavit of Total Release and expenses shall be due Bills Paid in form acceptable to Lessor signed by Lessee and payable within 30 days of receipt of an invoice after Tenant's approval by the general contractor, indicating that all subcontractors and suppliers have been paid, and accompanied by copies of the cost estimates invoices referred to therein; and a copy of "as-built" plans of finish-out for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection stage. (b) shall be a default hereunder Notwithstanding anything to the contrary, Lessee may use the Allowance for cabling and shall be treated hereunder in wiring the same manner as a default of Tenant in paying Base Rent hereunderPremises. (c) Unless otherwise specified in Lessor and Lessee agree that the Plans, materials used by Tenant in its upfit at the Building Allowance shall be customary for this type of upfit deposited in escrow with a mutually acceptable third party ("Escrow Agent") to be held by Escrow Agent and Building dispersed in accordance with the terms hereof. Lessor, Lessee and readily available in Escrow Agent shall enter into a written agreement reflecting the market where the Building is located, all as reasonably determined by Landlordterms and conditions hereof. (d) The Final Plans are included on Exhibit B.Whenever Lessor's or Lessee's approval or consent is required under this Work Letter Agreement, it shall not be unreasonably withheld, delayed or conditioned. SUB CONTRACTOR & CONSTRUCTION REQUIREMENTS SABRE REALTY MANAGEMENT, INC. ACE CASH EXPRESS at Greenway Tower December , 2000 o CORE CONCRETE WORK MUST BE DONE BEFORE 8 a.m. o TACK STRIP AND/OR AFTER 5 p.m. o DRILLING & HAMMERING o SPRINKLERS (FIRE) MUST HAVE ONE (I) DAY ADVANCE o HVAC NOTICE o PLUMBING (e1) Should Tenant default under this ExhibitDAY ADVANCE NOTICE AND TO CONSTRUCTION SPACE BEFORE 8 a.m. AND/OR AFTER 5 p.m. ACCESS INTO ADJACENT SPACE MUST BE COORDINATED WITH CONSTRUCTION OFFICE. SECURITY WILL BE PROVIDED DURING THE TIME WORK TAKES PLACE AT THE CONTRACTORS EXPENSE. o USE SERVICE (FREIGHT) ELEVATOR ONLY o USE REST ROOM ON CONSTRUCTION FLOOR ONLY o COVER HALL (ATRIUM) FLOORS WHILE MOVING MATERIALS o UNCOVER SMOKE DETECTOR AT THE END OF EACH DAY o VACUUM HALL (ATRIUM) FLOORS AT THE END OF EACH DAY o COVER SMOKE DETECTORS AT THE END OF EACH DAY o PROVIDE A LIST OF SUBCONTRACTORS WITH TELEPHONE NUMBERS AND CONTACT PERSONS) SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS DRYWALL o PROTECT WALL, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay FLOORS, DOORS WHEN STOCKING JOB o CLEAN AND BROOM SWEEP JOB AFTER 1 SIDE (PHASE OR TOTAL) o CLEAN AND BROOM SWEEP JOB AFTER 2 SIDE (TOTAL) o PROVIDE PROPER MANPOWER TO COMPLETE JOB REQUIREMENTS, OR AS DIRECTED BY JOB SUPER o JAMB SIDE OF DOOR FRAMES TO GO PAST HEADER ON ANY FRAME THAT DOES NOT GO TO A TOP TRACK o JOB COMMUNICATION o DOOR STOPS, DOOR HARDWARE, CLOSERS, PR.21 - INSTALL WITH JOB/PUNCH OUT o UNDER CUT DOORS AT TIME DOOR IS HUNG o DEMO TRASH TO BE REMOVED PRIOR TO WALL FRAME WORK o CLEAN TRASH AT THE END OF DAY. (i.e.: cups in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitwindows, cans, paint cans, etc.) o CONTRACTOR WILL REWORK CEILING GRID FOR LAY IN LIGHTS PRIOR TO CARPET INSTALLATION. o CLEAN AND BROOM SWEEP JOB AFTER CEILING BOARD INSTALLATION o GENERAL CLEAN UP MAY REQUIRE REMOVAL OF APPLIANCE BOXES o CONTRACTOR WILL TOUCH UP (PAINT) ALL SCRATCHES IN DOOR FRAMES, WINDOW FRAMES, AND BREAK METAL. o A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT IN. o INSURANCE CERTIFICATES MUST BE UP TO DATE. SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS PANTING o CLEAN TRASH AT THE END OF DAY. (i.e.: cups in windows, papers, cans, paint cans, etc.) o WHEN BIDDING NEW JOB, AND OLD PAINT, CAULK, OVERSPRAY, BAD JOINTS WILL BE FIXED, CLEANED, OR REPAIRED AS PART OF THE NEW JOB. o JOB BID PRICE INCLUDES ALL LABOR TO COMPLETE JOB: HOURS, DAYS AS REQUIRED. o JOB REQUIRES ALL DOOR FRAMES, DOORS, PR.l, PR.21, AND WINDOW FRAMES TO BE CLEANED AND CAULKED AS REQUIRED (NEW OR EXISTING WORK) o SCRAPE AND BROOM SWEEP DRYWALL MUD AND PAINT FROM FLOORS. o A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT IN. o INSURANCE CERTIFICATES MUST BE UP TO DATE. SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS PLUMBING o CLEAN TRASH AT THE END OF EACH DAY. (i.e.: cups in windows, cans, etc.) o NO DRILLING OR CORE WORK PERFORMED AFTER 8 a.m. OR BEFORE 5 p.m. UNLESS APPROVED BY JOB SUPER. o CONTRACTOR TO INSPECT ANY APPLIANCES OR PLUMBING FIXTURES FOR PROPER OPERATION AT THE TIME OF INSTALLATION. CONTRACTOR TO START ANY APPLIANCES THAT HE HOOKS UP AND INSTALLS. o REMOVE ANY FIXTURE OR APPLIANCE BOXES AT THE TIME OF INSTALLATION. o A SIGNED AND NOTARIZED CONDITIONAL LIEN WAIVER MUST ACCOMPANY EVERY INVOICE PRESENTED TO US FOR PAYMENT. IF THE INVOICE AND CONDITIONAL LIEN WAIVER IN THE AMOUNT OF THE INVOICE ARE NOT IN OUR OFFICE BY THE 20TH OF THE MONTH, IT WILL NOT BE PROCESSED FOR PAYMENT UNTIL THE FOLLOWING MONTH. IT IS THE VENDORS RESPONSIBILITY TO MAKE SURE ALL NECESSARY PAPER WORK HAS BEEN SENT IN. o INSURANCE CERTIFICATES MUST BE UP TO DATE. SUBCONTRACTOR/CONSTRUCTION REQUIREMENTS ELECTRICAL o COMPLETE ALL ROUGH IN AT NEW WALLS AND EXISTING WALLS AT TIME OF ROUGH IN INSPECTION (DUPLEX, DATA, PHONE, SWITCH) o REMOVE ALL ELECTRICAL MATERIALS UPON COMPLETION OF ROUGH IN. o REMOVE ALL ELECTRICAL MATERIALS UPON COMPLETION OF CEILING WORK, PLUG AND SWITCH. o IMMEDIATELY FOLLOWING COMPLETION OF PAINTING, ELECTRICAL CONTRACTOR WILL FINISH PLUG AND SWITCH OF TOTAL JOB PRIOR TO CARPET INSTALLATION. o ALL EXISTING DUPLEX, PHONE, DATA, OUTLETS WILL RECEIVE A BLANK COVER PLATE UNLESS INSTRUCTED OTHERWISE. o ELECTRICAL CONTRACTOR TO PLACE "LAY IN" LIGHTS ABOVE GRID WORK PRIOR TO SPRINKLER WORK. o CLEAN TRASH AT THE END OF EACH DAY. (i.e. cups in windows, cans, papers, etc.)

Allowance. (a) 6.1 Landlord agrees to provide an allowance of up to $80,000, to install, supply and otherwise to construct the shall reimburse Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs Tenant’s Construction Costs incurred in connection with the construction of the Tenant Improvements up to, but not exceeding, the amount of the Tenant Improvement Allowance, less the amount of the Fee, in excess accordance with the terms of this Section. In no event shall Landlord be obligated to expend more than the Improvement Allowance. 6.2 Landlord shall reimburse Tenant for Tenant’s Construction Costs incurred in designing and constructing the Tenant Improvements, in an amount up to but not exceeding the Tenant Improvement Allowance less the amount of the Fee ; provided, however, that such costs may be paid by Landlord directly to the Architect, the Contractor or any other party if so directed by Tenant. Unless waived by Landlord in writing, no final reimbursement of Tenant’s Construction Costs will be made until the following documents have been received by Landlord: i. a copy of the final Certificate of Occupancy for the Premises, or such other certificate of occupancy as will permit Tenant to occupy and use the Premises; ii. an AIA-approved completion certificate executed by Contractor, and an AIA-approved application for payment executed by the Architect, both in form and substance reasonably satisfactory to Landlord, or substitutes for such documents that are reasonably acceptable to Landlord; iii. an affidavit or certificate executed by the Architect, the Contractor and Tenant that the Tenant Improvements are complete and constructed in accordance with the Construction Documents; iv. unconditional or conditional (as applicable, see below) contractor’s affidavit from Contractor, in a form reasonably satisfactory to Landlord, satisfying the requirements of the laws of the state in which the Building is located in order to extinguish all lien rights in connection with the design and construction of the Tenant Improvements; v. unconditional or conditional (as applicable, see below) lien waivers from the Architect and all subcontractors, materialmen, and engineers providing goods or services in connection with the design and construction of the Tenant Improvements; vi. written warranties and maintenance specifications for all components of the Tenant Improvements; and vii. such other documents as may be reasonably requested by Landlord in order to demonstrate that the Tenant Improvements are complete; they have been constructed in accordance with the Construction Documents and all applicable laws; and any liens or potential liens that could be filed against the Building or any interest therein have been extinguished. Landlord shall reimburse Tenant the Tenant Improvement Allowance in installments (each disbursement of the Tenant Improvement Allowance for additional costs incurred in shall be hereinafter referred to as an “Allowance Installment”). Tenant may draw against the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not as improvements are needed. Tenant shall only be used entitled to payment by Landlord of an Allowance Installment if and when each and every one of the foregoing conditions (clauses (i) through (vii) being collectively referred to herein as the “Allowance Conditions”) are fully satisfied with respect to those Tenant as an offset against any rent payments due hereunder. Improvements that Tenant is seeking reimbursement, subject to the following: with respect to clauses (iv) and (v), above, (a) Tenant must provide a conditional contractor’s affidavit and conditional lien waivers in connection with Tenant’s Construction Costs that are covered by the applicable disbursement request; and (b) Tenant agrees must provide an unconditional contractor’s affidavit and unconditional lien waivers in connection with Tenant’s Construction Costs covered by the prior disbursement request (for the previously disbursed Allowance Installment). If and when each and every one of the Allowance Conditions has been fully satisfied, Landlord will disburse to pay to Landlord, Tenant the requested Allowance Installment within thirty (30) days thereafter. After the Tenant Improvement Allowance has been expended by Landlord, the principal amount of the Tenant Improvement Allowance, shall be amortized evenly over the Term, and so long as no uncured Event of Default exists under the Lease that results in Landlord exercising its remedies under Section 14.2 of the Lease, then upon Landlord’s receipt of the final payment of Rent due during the initial Lease Term of this Lease, Tenant shall have no liability to Landlord for the repayment of any portion of the Tenant Improvement Allowance. If an invoiceEvent of Default occurs under the Lease that results in Landlord exercising its remedies under Section 14.2 of the Lease, then in addition to all costs and expenses in excess of Landlord’s other remedies available under this Lease, Tenant shall also be immediately liable to Landlord for the unamortized portion of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses existing as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for date that Landlord first exercises its remedies under Section 14.2 of the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderLease. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Subject to the terms and conditions of this Section, Landlord agrees to shall provide Tenant with an allowance of up to One Million Dollars ($80,0001,000,000.00) (the “Allowance”). The Allowance may be used for Tenant’s Work, which may include, but not be limited to, hard and soft costs associated with Tenant’s Work to installbuild the Building, supply and otherwise to construct the Tenant Improvements may include furniture, fixtures, equipment in the Premises that will become a part of the Building (the "Tenant Improvement Allowance")Premises. Tenant is fully shall be responsible for the payment of all costs in connection with the Tenant Improvements of Tenant’s Work in excess of the Allowance. Subject to the terms and conditions of this Section, and so long as there is no default ongoing beyond any notice and/or cure period, partial payments of the Allowance provided by Landlord shall be made to Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt Tenant submitting to Landlord evidence of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements each payment made to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoiceTenant’s general contractor with: (i) fifty a commercially reasonable breakdown of the Tenant’s Work included in the payment and (ii) a Form W-9, Request for Taxpayer Identification Number and Certification, executed by Tenant. The first twenty seven percent (5027%) of such costs and expenses the Allowance owed to Tenant shall be due withheld by Landlord until completion of the building improvements on the Property, and payable within 30 days Landlord’s obligation to disburse the first twenty seven percent (27%) of the Allowance is expressly conditioned upon receipt of an invoice after the following “Allowance Deliverables”: (i) Tenant has furnished to Landlord a copy of a commercially reasonably detailed final cost breakdown for Tenant's approval of ’s Work and Landlord has inspected the cost estimates for Premises to confirm that Xxxxxx’s Work has been completed in a good and workmanlike manner according to the Tenant ImprovementsTenant’s Approved Plans; (ii) forty-five percent Tenant has furnished to Landlord commercially reasonable final affidavits and final lien releases from Xxxxxx’s general contractor, if any, all subcontractors and all material suppliers for all labor and materials performed or supplied as part of Tenant’s Work (45%) of such costs whether or not the Allowance is applicable thereto); and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) a copy of such costs and expenses shall be due and payable within 30 days the certificate of receipt of an invoice after final completion of all punch list items. Failure of Tenant occupancy from the governmental authority having jurisdiction has been delivered to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (ai) Landlord Provided Subtenant is not in default hereunder, beyond any applicable notice and cure period, Sublandlord agrees to provide an allowance contribute $1,778,070.00 (the “Allowance”) toward the cost of up design and construction of the initial Subtenant Improvements; the Allowance will be allocated among the First Floor Space and the Fourth Floor Space as follows: $165,900.00 (i.e., $60.00 per rentable square foot) will be applied to $80,000, to install, supply the design and otherwise to construct the Tenant construction of Subtenant Improvements in the Premises that First Floor Space, and $1,612,170.00 (i.e., $45.00 per rentable square foot) will become a part be applied towards the design and construction of Subtenant Improvements in the Fourth Floor Space. Prior to the commencement of construction of the Building initial Subtenant Improvements, Subtenant will submit to Sublandlord an estimate of the cost of design and construction of such Subtenant Improvements based upon the general contractor’s bid for such work (the "Tenant Improvement Allowance"“Improvements Cost”). Tenant As work progresses, Sublandlord will disburse the Allowance to Subtenant in monthly draws based upon the ratio that the Allowance bears to the Improvements Cost (for example, if the Allowance is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess eighty percent (80%) of the Tenant Improvement Improvements Cost, Sublandlord will fund eighty percent (80%) of the monthly draws), as follows: monthly disbursements of the Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not shall be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees paid to pay to Landlord, Subtenant’s contractor within thirty (30) days of after receipt of the following documentation: (x) an invoiceapplication for payment containing true, correct and complete copies of invoices from Subtenant’s contractors or vendors covering all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection Subtenant Improvements covered by such draw; (y) contractor’s, subcontractor’s and material supplier’s conditional waivers of liens which shall cover all of the Subtenant Improvements and all other statements and forms required for compliance with the Tenant Improvements mechanics’ lien laws of the state of California; and (z) plans and specifications for the Subtenant Improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building and Subleased Premises; notwithstanding anything herein to the extent contrary, Sublandlord shall not be obligated to disburse any portion of the costs Allowance during the continuance of an uncured default under this Sublease, and expenses are approved by Tenant Sublandlord’s obligation to disburse shall only resume when and if such default is cured. (ii) Notwithstanding the allocations of the Allowance as between the Fourth Floor Space and the First Floor Space described in writing. Tenant will be billed Section 16.2(c)(i) above, if, following the completion of the initial Subtenant Improvements, the cost of the initial Subtenant Improvements constructed on one floor of the Subleased Premises exceeded the applicable Allowance allocation for such floor (thereby resulting in Subtenant paying such excess cost), but the cost of the initial Subtenant Improvements on the other floor of the Subleased Premises were less than the allocated Allowance amount for such floor (and, as a result, Subtenant did not expend all of the portion of the Allowance allocated to such floor), then upon prior written approval of Sublandlord (which shall not be unreasonably withheld, conditioned or delayed), Subtenant may apply the unallocated portion of the Allowance towards the excess cost incurred on the alternate floor; by way of example, if the initial Subtenant Improvements in the First Floor Space cost $63.00 per rentable square foot, such that Subtenant paid $3.00 per rentable square foot of the First Floor Space (i.e., $8,295.06) directly towards the cost of such Subtenant Improvements, but the initial Subtenant Improvements in the Fourth Floor Space cost $44.00 per rentable square foot (leaving an excess Allowance allocation with respect to the Fourth Floor Space of $35,826.00), Subtenant shall be permitted to apply $8,295.00 from such excess portion of the Allowance allocated to the Fourth Floor Space towards the cost of initial Subtenant Improvements constructed in the First Floor Space. Notwithstanding the foregoing, Sublandlord’s right to approve such reallocation of the Allowance as set forth in the preceding sentence shall be limited to Sublandlord’s satisfaction that Subtenant has fully built out all of the Subleased Premises in the manner described below in this Section l6.2(c)(iii). Any Allowance not applied towards the cost of construction of the initial Subtenant Improvements may be applied by Subtenant towards the cost of purchase and installation of cabling, wiring, furniture and other costs and expenses as follows and of moving into the Subleased Premises; such application will pay said costs and expenses take place by Sublandlord’s reimbursement to Subtenant of such excess within thirty (30) days after written request by Subtenant, accompanied by applicable invoices. However, no such use of invoiceany portion of the Allowance will take place unless and until Subtenant has constructed Subtenant Improvements within the entire Subleased Premises to a first class standard (including, without limitation, the following: (i) fifty percent (50%) of such costs the Subleased Premises shall have been improved with a drop ceiling, all necessary HVAC ductwork and expenses systems will be operational, all improvements will be completed to the extent necessary to comply with Title 24 requirements and the Americans with Disabilities Act, and all surfaces shall be due and payable within 30 days of receipt of an invoice after Tenant's approval finished appropriately). Additionally, if any portion of the Allowance is spent on the cost estimates of acquisition of furniture or Eligible Personal Property (defined below), at Sublandlord’s option, such furniture or Eligible Personal Property will become the property of Sublandlord at the expiration or sooner termination of the Term; however, if Subtenant exercises the Option to Extend, at the expiration of the Option Term, any such furniture or Eligible Personal Property will become the property of Subtenant and Subtenant will be responsible for the Tenant Improvements; (ii) fortyremoval of same. Any Allowance not applied to the foregoing costs following the full initial build-five percent (45%) out of such costs and expenses the Subleased Premises shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner applied as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.a

Allowance. (aA) Landlord agrees to shall provide Tenant with an allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement “Allowance"). Tenant is fully responsible ”) of $30.00 per rentable square foot for the payment of all Initial Premises. (B) The Allowance shall be used by Tenant for hard and soft construction costs in connection with Tenant’s Work, including architectural, engineering and permitting fees, moving costs, cabling, telephone systems, any partitioning needed to complete the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved furniture systems utilized by Tenant in writingthe Initial Premises pursuant to Section 2.1.1 above, and Tenant’s Exterior Signage (defined in Section 6.2.7). Xxxxxxxx Management Company shall, as compensation for its review of Tenant’s plans, receive from Tenant a fee equal to one percent (1%) of the total cost of Tenant’s work, which fee may be paid out of the Allowance. The Tenant Improvement Allowance may not shall be used by Tenant payable as an offset against any rent payments due hereunder.follows: (bi) Forty percent (40%) of the Allowance shall be paid to Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of following the Tenant Improvement Allowance incurred in connection with the Tenant Improvements last to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoiceoccur of: (i) Tenant providing an affidavit from Tenant’s architect certifying that fifty percent (50%) of Tenant’s Work has been completed in accordance with the Final Plans, and (ii) Tenant’s request for such costs and expenses portion of the allowance. (ii) Forty percent (40%) of the allowance shall be due and payable paid to Tenant within 30 thirty (30) days following the last to occur of: (i) Tenant’s delivery to Landlord of receipt of an invoice after Tenant's approval a copy of the cost estimates certificate of occupancy (or temporary certificate of occupancy) issued in connection with Tenant’s Work, and (ii) Tenant’s request for such portion of the allowance. (iii) The final twenty percent (20%) of the allowance shall be paid to Tenant Improvementswithin thirty (30) days following the last to occur of: (i) delivery of Tenant’s architect’s affidavit that all of Tenant’s Work has been completed in accordance with the Final Plans and a final certificate of occupancy has been issued; (ii) forty-five percent (45%) Tenant has caused to be delivered to Landlord all final invoices from contractors, subcontractors and suppliers evidencing the total cost of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant’s Work, together with lien waivers from general contractors; (iii) five percent (5%) Tenant has paid for the cost of Tenant’s Work, and has caused to be delivered to Landlord written evidence of such costs payment; and expenses shall be due and payable within 30 days (iv) Tenant’s request for such portion of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderAllowance. (cC) Unless otherwise specified With respect only to the Allowance for the Initial Premises, if there is any portion of such Allowance not utilized and requested by Tenant by April 1, 2009, Landlord shall be entitled to fifty (50%) percent and Tenant shall be entitled to fifty (50%) percent of such unused portion of the Allowance, except that the sum of $30,000.00 shall be reserved until June 1, 2009, to apply to the cost of Tenant’s Exterior Signage (the reserved amount is called the “Signage Allowance”). After June 1, 2009, if any of the Signage Allowance is unused, it shall be equally split between to the parties as hereinafter set forth. Fifty (50%) percent of the unused portion of the Allowance and the unused Signage Allowance shall be allocated to Tenant in the Plansform of a monthly credit against the Fixed Rent owing under this Lease until such unused portion has been credited. The remaining fifty (50%) percent of the unused Allowance and Siguage Allowance shall accrue to Landlord. However, materials used by Tenant shall not be entitled to accrue any rent credit with regard to the Initial Premises after March 31, 2010, and all of remaining unused portions of the Allowance, including the Signage Allowance, shall accrue solely to the benefit of Landlord. If Tenant leases any expansion space pursuant to Sections 2.4, 2.5 and 2.6, and fails to submit a request to Landlord to distribute the entire allowance in connection with such expansion space in accordance with the provisions contained in this Section 3.3 on or before the date that is than one hundred and eighty (180) days following the commencement date for such expansion space, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any rent credit or abatement in connection therewith. In addition to the Allowance and to assist Tenant in completing its upfit at build-out of the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is locatedInitial Premises, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease use all work under this Exhibit until such time as Tenant shall cure any such default existing building materials and any delay equipment currently on-site within the Premises, elsewhere within the Building, and within other buildings in Tenant commencing the Park, provided that in the case of materials and completing any such cure shall be a delay by Tenant under this Exhibitequipment located outside of the Premises, the same are not built-in items or otherwise attached or installed (rolls of carpeting, and unattached hvac equipment being examples of permissible items).

Allowance. (a) Landlord agrees In accordance with the terms of Exhibit B, Tenant shall be entitled to provide an a one-time tenant improvement allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "“Tenant Improvement Allowance"”) in the maximum amount of One Million Six Hundred Eighty-Three Thousand Eight Hundred Twenty-Five Dollars ($1,683,825) for all hard and soft costs incurred by Tenant relating to the design and construction of Tenant’s improvements at the Premises (“Tenant Improvement Work”), provided that Thirty-Three Thousand Dollars ($33,000) of the Tenant Improvement Allowance shall be credited to Landlord and deducted from the Tenant Improvement Allowance for a construction management fee for the Tenant Improvement Work (the “Management Fee”). For avoidance of doubt, the Tenant Improvement Allowance is not applicable to and shall not be used by Tenant with respect to the Roof Deck (as hereinafter defined). Tenant is fully responsible for the payment may utilize up to a maximum amount of all costs in connection with Five Hundred Eighteen Thousand One Hundred Dollars ($518,100) of the Tenant Improvements in excess Improvement Allowance towards the cost of furniture, fixtures, moving costs and applied towards future payments of Base Rent; provided, however, (i) any costs related to furniture, fixtures and moving must be utilized within six (6) months after the Commencement Date, otherwise such right to use this specific portion of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against such items is waived, and (ii) any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days amounts of receipt of an invoice, all costs and expenses in excess this specific portion of the Tenant Improvement Allowance incurred in connection with may be applied towards future payments of Base Rent up and until the first anniversary of the Rent Commencement Date, otherwise such right to apply to future payments of Base Rent shall be waived. In addition to the Tenant Improvements Improvement Allowance, Landlord has previously disbursed to Tenant the extent amount of Seven Thousand Seven Hundred Seventy-One Dollars and Fifty Cents ($7,771.50) towards the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval payment of the cost estimates plans for the Tenant Improvements; Improvement Work (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder“Plans Allowance”). (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Lessor shall provide an allowance not to exceed Three Hundred Sixty Thousand Four Hundred Eighty and no/100 Dollars ($360,480.00) for all third party costs related to the design, permitting and construction of the Initial Lessee Improvements, as described above and other Alterations to the Existing Premises as approved by Lessor (which approval will not be unreasonably withheld, conditioned or delayed) pursuant to the terms of the Lease (the “Allowance”), including, but not limited to, the following costs: (a) Landlord agrees payments to provide an allowance of up Lessee’s contractors for labor, material, equipment, and fixtures; (b) fees paid to $80,000Lessee’s designers, to installarchitects and other consultants; (c) taxes, supply fees, charges, and otherwise to construct the Tenant Improvements levies by governmental and quasi-governmental agencies for permits or for inspections; (d) utilities incurred in the Premises that will become a part course of construction (but not to exceed 5% of the Building Allowance); (the "Tenant Improvement Allowance"). Tenant is fully responsible e) premiums for builder’s risk insurance; (f) costs incurred for the payment management and administration of construction; and (g) costs to correct any defect in the existing improvements. Any portion of the Allowance not used by Lessee by February 1, 2020 shall revert to the Lessor. The Allowance shall be paid in progress payments on a monthly basis as the Initial Lessee Improvement Work and other Alterations progresses in an amount not to exceed ninety percent (90%) of the Allowance. The progress payments shall be paid to Lessee on a reimbursement basis within 20 days after Lessee presents draw requests or invoices that detail the work performed and showing that Lessee has incurred design, permitting and/or construction costs in an amount at least equal to the requested progress payment, subject to Lessor’s inspection to confirm that such work has been performed. The remaining balance of the Allowance shall be payable to Lessee after Substantial Completion of all work, conditioned upon receipt of the following: (i) Lessor’s inspection and approval of the Initial Lessee Improvements and other Alterations, including (if applicable), a written certification from Lessor’s original roofing contractor stating that all roof penetrations have been properly sealed and the roof warranty shall continue in full force and effect; (ii) Copies of all paid invoices, including a final summary of all costs in connection with for the Tenant Initial Lessee Improvements in excess and other Alterations, and a copy of a full set of plans and details for the Tenant Improvement Allowance for additional costs incurred in the upfit that are Initial Lessee Improvements and other Alterations as approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder.Lessor; (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent An “unconditional waiver and release upon final payment” covering work completed; and (5%iv) Copies of such costs certificates of occupancy, signed inspection cards, permits and/or clearances required by all governing agencies, and expenses reasonable written proof that all fees relating to the Initial Lessee Improvements and other Alterations have been paid by Lessee. The Allowance shall be due and payable within 30 days considered an Inducement Provision subject to the provisions of receipt Paragraph 13.3 of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderLease. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. The U.S. Debtors and the ULC1 Indenture Trustee hereby acknowledge and agree that: (ai) Landlord agrees as of the Effective Date, the ULC1 Indenture Trustee, on behalf of the ULC1 Noteholders, shall be afforded one allowed, general, unsecured Claim against CORPX’s estate in the amount of US$3,505,187,751.63 (the “ULC1 Indenture Trustee Notes Guarantee Allowed Claim”) based upon the ULC1 Notes, which amount of the ULC1 Indenture Trustee Notes Guarantee Allowed Claim is equal to provide an allowance the product of 1.65 times the Filed Amount1; (ii) the ULC1 Indenture Trustee Notes Guarantee Allowed Claim shall include the following components, each of which shall be deemed allowed: (A) a claim for the outstanding principal balance of the ULC1 Notes, together with accrued and unpaid interest thereon, as of the Petition Date, as set forth in the ULC1 Indenture Trustee Notes Guarantee Proof of Claim; (B) a claim for the accrued and unpaid interest on the Filed Amount at the contract rate from the Petition Date up to $80,000and including the date on which the ULC1 Indenture Trustee Notes Guarantee Allowed Claim (including interest compounded semi-annually) (“Postpetition Interest”) is satisfied in full, to installthe extent provided in Section 3.2(b)(ii); (C) a claim for the reasonable fees, supply costs and otherwise to construct the Tenant Improvements in the Premises that will become a part expenses of the Building (Ad Hoc ULC1 Noteholders Committee, including the "Tenant Improvement Allowance"). Tenant is fully responsible for reasonable fees, costs and expenses of its U.S. and Canadian counsel and its financial adviser, incurred, and to be incurred, by the payment of all costs Ad Hoc ULC1 Noteholders Committee in connection with the Tenant Improvements U.S. Proceedings and the CCAA Proceedings through the date of final distribution in excess respect of the Tenant Improvement Allowance for additional ULC1 Indenture Trustee Notes Guarantee Allowed Claim (all such reasonable fees, costs incurred and expenses, collectively, the “Ad Hoc Committee Fees”), in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may an amount not be used by Tenant as an offset against any rent payments due hereunder.to exceed US$8 million; and (bD) Tenant agrees to pay to Landlorda claim for the reasonable fees, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred ULC1 Indenture Trustee, including the reasonable fees, costs and expenses of its U.S. and Canadian counsel, incurred, and to be incurred, by the ULC1 Indenture Trustee in connection with the Tenant Improvements U.S. Proceedings and the CCAA Proceedings through the date of final distribution in respect of the ULC1 Indenture Trustee Notes 1 Approximately $134 million of ULC1 Notes are held by CORPX and $10 million of ULC1 Notes are held by QCH, and CCRC holds the CCRC ULC1 Notes. For the avoidance of doubt, in addition to the extent ULC1 Notes held by parties other than the costs U.S. Debtors or the Canadian Debtors, the ULC1 Notes held by CORPX and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed QCH and the Premises CCRC ULC1 Notes are ready for delivery also subject to Tenant; (iii) five percent (5%) of such costs the settlement embodied in this Agreement and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease same rights and benefits as other holders of ULC1 Notes under the Agreement. Guarantee Allowed Claim (all work under this Exhibit until such time as Tenant shall cure any such default reasonable fees, costs and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitexpenses, collectively, the “ULC1 Indenture Trustee Fees”).

Allowance. (a) The Tenant hereby accepts the Leased Premises “As Is” on the date that the Landlord delivers the Leased Premises to the Tenant and acknowledges and agrees the Landlord shall have no obligation to construct any tenant improvements to the Leased Premises or make any alterations or additions thereto, except that the Landlord agrees to provide an the Tenant a buildout allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part 83.50 per square foot of Rentable Area of the Building Leased Premises (the "Tenant Improvement “Allowance"”). Tenant is fully responsible for the payment The Allowance shall be inclusive of all costs of all design, special consultants, engineers and project management fees, permits and Tenant signage. The Allowance for the initial Leased Premises shall be available to Tenant for the purpose of paying Tenant’s actual expenses incurred in connection with the Tenant Improvements in excess planning, design and construction of the Tenant Improvement Leasehold Improvements, voice or data cabling costs, and security costs, as of the Effective Date and shall be available through December 31, 2015. Up to $20.00 per square foot of Rentable Area of the Leased Premises of any unused Allowance for additional costs (the “Discretionary Portion of the Allowance”) may be used toward moving costs, furniture, communications (e.g., voice data cabling, phone switch, and the like) or any other cost incurred in the upfit that are approved by connection with this Lease or if Tenant in writingelects, may be applied as a credit against Rent. The Landlord will reimburse Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, for such out-of-pocket costs within thirty (30) days of Landlord’s receipt of an invoicethe documentation and information required under, and in accordance with the procedure and timing under, Section 10 below. If Tenant fails to use the entirety of the Allowance attributable to the initial Leasehold Improvements to the Leased Premises, as set forth above, by December 31, 2015, then any remaining balance of the Allowance (not to exceed the Discretionary Portion of the Allowance) shall automatically be used and applied to the first Rent as and when due under this Lease thereafter. Tenant must notify Landlord by December 15, 2015 as to how any remaining balance of the Allowance is to be applied in accordance with the foregoing provisions. The Allowance shall be used to pay for Tenant’s cost and expenses as described below, to be applied below the existing semi-finished ceiling in the Premises (i.e. Tenant shall not be charged for such semi-finished ceiling or any other existing improvements already installed by Landlord or for any Building standard materials located or stacked on the floor ready for use by Tenant at its option). Such Allowance shall be inclusive of all costs and expenses in excess of construction of the Premises, including all design fees and construction management fees. To the extent that the construction costs exceed the allowance, Tenant Improvement Allowance incurred in connection with shall pay the Tenant Improvements excess directly to the extent vendor after the Allowance has been exhausted. The Tenant shall be responsible for all costs of the Leasehold Improvements, including the construction costs and expenses are approved by Tenant in writing. Tenant will be billed for such other costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of related thereto, exceeding the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderAllowance. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) As stated above, all Work shall be done at Tenant’s expense, including building permit fees, other fees, architectural and engineering expenses and other expenses relating to Tenant’s Work. However, Landlord agrees to shall provide Tenant with an allowance of up $35.00 per rentable square foot in the Leased Premises, totaling to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 325,745.00 (the "Tenant Improvement “Allowance"”). Tenant is fully understands that if the cost of Tenant’s Work, including without limitation any changes in Tenant’s Work, exceeds the Allowance, then Tenant shall be solely responsible for all such costs in excess of the payment Allowance. The Allowance shall be paid to Tenant following receipt of the following documentation (i) full and final waivers of liens from the general contractor and the subcontractors retained by Tenant in an amount equal to the portion of the Allowance to be disbursed, (ii) completion certificates from Tenant, the general contractor and Tenant’s architect, (c) a sworn contractor’s affidavit from the general contractor, and (d) a request to disburse from Tenant containing an approval by Tenant of the work done, receipted bills covering all costs labor and materials expended and used in connection with the improvements. If Tenant Improvements in excess has not previously paid the general contractor for the cost of the Tenant Improvement improvements, Landlord, at its option, may pay the Allowance for additional costs incurred in directly to the upfit order of the general contractor that are approved by Tenant in writingperformed the improvements or to the joint order of the general contractor and all included subcontractors. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under this Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. The Tenant Improvement Allowance may only be used for the cost of labor, material and contractor’s fees for the improvements to the Leased Premises, and the cost of preparing plans and drawings in connection therewith. In no event shall the Allowance be used for the purchase of equipment, furniture and other items of personal property of Tenant. In the event Tenant has not presented proper documentation evidencing the use of the entire Allowance by February 28, 2005, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be used by Tenant as an offset against entitled to any rent payments due hereundercredit, abatement or other concession in connection therewith. (b) If the actual construction costs exceed the Allowance, then Tenant agrees to shall pay to Landlord, within thirty (30) days of receipt of an invoice, all costs the excess and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will Landlord shall not be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderresponsible therefor. (c) Unless otherwise specified in If the Plansactual construction costs are less than the Allowance, materials used by then Tenant in its upfit at shall not be entitled to any portion of the Building unexpended Allowance, which shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by belong to Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. To help defray the costs of improvements Tenant desires to make to the 2017 Remaining Premises (a) the “2017 Remaining Premises Improvements”), Landlord agrees to provide make available to Tenant an allowance of up in an amount equal to $80,00011,258,000.00 (i.e., to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part $36.66 per square foot of Rentable Area of the Building 2017 Remaining Premises) (the "Tenant “Improvement Allowance"”). The Improvement Allowance shall be payable on account of costs incurred in designing and constructing the 2017 Remaining Premises Improvements. Landlord shall pay the Improvement Allowance to Tenant with Landlord’s execution and delivery to Tenant of this Amendment. However, in lieu thereof Tenant may elect to receive the Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and documentation as required by title insurance companies and institutional construction lenders, in a manner in keeping with the allowance disbursements made pursuant to Part VII of the Work Letter attached as Exhibit D to the Original Lease. In either event, Landlord shall be permitted to offset against the Improvement Allowance any amounts past due to Landlord by Tenant under the Lease. If the actual costs of the 2017 Remaining Premises Improvements exceed the amount of the Improvement Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. Landlord’s obligation to make the Improvement Allowance available to Tenant shall expire with respect to any portion of the Improvement Allowance that is not used by Tenant on or before December 31, 2018; provided, however, that if the cost of the 2017 Remaining Premises Improvements is less than the Improvement Allowance, or if Tenant elects not to perform any 2017 Remaining Premises Improvements, then so long as Tenant is fully responsible not then in default of its obligations under the Lease, Tenant, by written notice to Landlord made no later than such date, may request that any portion of the Improvement Allowance that is unutilized be applied as a credit against the next installments of Rent due under the Lease, or be paid over to Tenant. Landlord shall be permitted to offset against the Improvement Allowance any amounts past due to Landlord by Tenant under the Lease. Any 2017 Remaining Premises Improvements that Tenant elects to make shall be completed in accordance with Sections 9 and 10 of the Second Amendment and the remainder of the Lease, except that Xxx Xxxxxxxx is hereby designated as Landlord’s Designated Representative and Tenant’s Facilities Manager is hereby designated as Tenant’s Designated Representative. Without limiting Tenant’s right to seek approval of other contractors, Landlord acknowledges and agrees that as of the Seventh Amendment Effective Date Xxxxxxx, RJM, and Xxxxxxx Builders are all approved as general contractors, and Xxx X. Xxxx is approved for the design work relating to the 2017 Remaining Premises Improvements. If Tenant does not elect to defer its receipt of the Improvement Allowance (i.e., if a lump sum payment of all costs in connection the Improvement Allowance is delivered to Tenant with Landlord’s execution and delivery of this Amendment), Tenant may utilize the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may any purpose whatsoever, and need not be used by Tenant as an offset against provide Landlord with any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days accounting of receipt of an invoice, all costs and expenses in excess its use of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderAllowance. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall pay all Tenant Improvement Costs in an amount not to exceed the Allowance. If the final costs for Tenant's Work exceed the Allowance (“Excess Costs”), those Excess Costs shall be paid by Tenant following full disbursement by Landlord of the Allowance. Provided this Lease is in full force and effect and Tenant is not in Default hereunder beyond any applicable notice and grace period, Landlord shall pay Allowance to Tenant consistent with the terms and conditions of this Section. Prior to, during and following Tenant’s Work, as the case may be, Landlord shall make monthly disbursements of the Allowance as follows: (i) On or before the twenty fifth (25th) day (the “Submittal Date”) of each calendar month commencing with the first calendar month following the execution of the contract with the General Contractor, the General Contractor or Tenant shall deliver to Landlord (a) Landlord agrees a request for payment (“Draw Request”); (b) invoices from all contractors, consultants, materialmen, laborers and suppliers directly retained by Tenant for Tenant’s Work for the applicable payment period (which are covered by the Request for Payment); and (c) executed conditional mechanic’s lien releases from subcontractors and other parties (who have potential mechanics’ liens rights under applicable law), for all work requested to provide an allowance of up to $80,000be paid; and (d) unconditional lien releases, to installif applicable, supply and otherwise to construct for all Tenant’s Work paid for from the Tenant Improvements in the Premises that will become a part Allowance on any prior Draw Request. Landlord’s receipt of the Building (Draw Request shall be deemed to constitute Tenant’s authorization for Landlord to disburse the "Tenant Improvement amounts requested to General Contractor and to deduct such amounts from the Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (bii) Tenant agrees On or before ten (10) days after Landlord’s receipt of a Draw Request (the “Payment Date”), and provided Landlord receives the items set forth in clauses (a) – (d) above, Landlord shall deliver a check to pay Contractor or Tenant, as directed by Tenant, in payment of the lesser of (A) the amounts so requested less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining portion of the Allowance (not including an amount equal to the Final Retention). (iii) Checks for the Final Retention payable to General Contractor shall be delivered by Landlord, as directed by Tenant, to Tenant or the General Contractor within thirty (30) days following submission by Tenant of: (a) “as-built” drawings showing all of receipt Tenant Improvements, (b) a detailed breakdown of an invoiceTenant's final and total construction costs, together with receipted invoices showing payment thereof, (c) a certified, written statement from Tenant's architect that all costs of Tenant Improvements has been completed in accordance with the Drawings, (d) all required AIA forms, supporting final lien waivers, and expenses in excess of releases executed by the Tenant Improvement Allowance incurred architect, General Contractor, the major subcontractors and all subcontractors and suppliers in connection with the Tenant Improvements who by law have potential mechanic’s lien rights), (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the extent Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the costs operation of Tenant's business from the Premises, and expenses are approved (f) proof reasonably satisfactory to Landlord that Tenant has complied with all of the conditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements, including, at Landlord's option, a certificate from Landlord's construction manager after inspection of Tenant Improvements (“Final Retention Draw Request”). Upon Landlord's receipt and approval of the Final Retention Draw Request, Landlord shall pay the balance of Allowance less the Construction Management Fee. Payment by Tenant in writing. Tenant will Landlord shall be billed for such costs and expenses as follows and will pay said costs and expenses made within thirty (30) days days, unless Landlord in good faith notifies Tenant, in writing, of invoice: its dispute (i) fifty percent (50%and the reasons therefor) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval any or all of the cost estimates for Final Retention Draw Request. To the Tenant Improvements; (ii) forty-five percent (45%) extent Landlord does not so reject any portion of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The said Final Plans are included on Exhibit B. (e) Should Tenant default under this ExhibitRetention Draw Request, Landlord shall have timely pay such acceptable portion of the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this ExhibitFinal Retention Draw Request.

Allowance. (a) Landlord agrees to shall provide Tenant with an allowance of in an amount up to, but not to exceed, One Hundred Thousand and No/100 Dollars ($80,000, 100,000.00) (the “Allowance”) to install, supply and otherwise to construct the be used toward costs incurred by Tenant Improvements in installing additional air conditioning equipment in the Premises that will become a part (the “Improvements”). Landlord shall pay the documented cost of the Building Improvements directly to Tenant or, at Tenant’s option, to Tenant’s HVAC contractor, and deduct the amount of all such payments from the Allowance. Notwithstanding the foregoing, Landlord shall not be obligated to pay any portion of the Allowance unless and until Landlord shall have (the "i) approved all plans and specifications for such Improvements prior to commencement thereof; (ii) approved all contractors engaged by Tenant Improvement Allowance"). Tenant is fully responsible for the performance of the Improvements prior to commencement thereof; (iii) received certificates of insurance from all such contractors; (iv) received invoices documenting the cost of the Improvements for which payment is requested; and (v) received unconditional lien waivers from all contractors performing labor or providing materials for any portion of all costs the Improvements. In connection with its review of Tenant’s plans and specifications, Landlord may require Tenant to engage Landlord’s roof contractor for any roof penetrations necessary in connection with the Tenant Improvements, and the commercially reasonable cost thereof shall be deducted from the Allowance. All costs of construction of the Improvements in excess of the Allowance shall be payable by Tenant. Tenant Improvement Allowance shall obtain all necessary permits and governmental approvals necessary for additional costs incurred the Improvements at its sole risk and expense and shall cause the Improvements to be constructed in the upfit that are approved by accordance with such permits and approvals and all applicable laws. Landlord shall have no obligation to pay, reimburse or allow Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an any right of offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent of any unspent portion of the costs and expenses are approved by Allowance. The Allowance shall be available to Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty a period of ninety (3090) days following the date of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderAmendment. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) 4.1 Landlord agrees to provide an allowance will pay the cost of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements Work completed in accordance with the Final Working Drawings calculated on the basis of $27.50 per rentable square foot of the Premises that will become a part of the Building (the "Tenant Improvement AllowanceAllowance "). Tenant is fully responsible for the payment Landlord shall make progress payments on a monthly basis as portions of all costs in connection with the Tenant Improvements Work are completed in accordance with Section 4.1. Tenant Work Costs in excess of the Tenant Improvement Finish Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not ("Excess Costs ") will be used by Tenant as an offset against any rent payments due hereunderat Tenant's sole cost and expense. (b) Tenant agrees 4.2 The Allowance is to be expended solely for the benefit of Landlord; that is, the Allowance will be expended only to pay to Landlordfor design, within thirty (30) days of receipt of an invoiceengineering, all costs installation, and expenses in excess construction of the Tenant Improvement Allowance incurred in connection with Work which under the Tenant Improvements Lease becomes the property of Landlord upon installation and not for movable furniture, equipment, and trade fixtures not physically attached to the extent the costs and expenses are approved by Premises; provided, however, Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default use up to $5.00 per rentable square foot of the Allowance for cabling and any delay in Tenant commencing wiring costs, move related expenses, and completing any such cure shall Tenants fixtures and furniture. Any of Landlord's costs and expenses payable to Landlord, required to be a delay paid by Tenant under this ExhibitWork Letter will also be paid out of the Allowance. Prior to Tenant commencing construction of the Tenant Work, Tenant shall provide Landlord with notice of the total estimated cost of all Tenant Work. As design, engineering, and construction work is completed and Tenant receives invoices therefor, Tenant will submit requests for payment to Landlord not more frequently than monthly, along with appropriate lien waivers (substantially in the forms attached hereto as Exhibit 3) and such other documentation as Landlord requires. On a monthly basis following receipt of such documentation (with such payment being made by the 30th of the month if all required documentation is received by Landlord by the 5th of such month), Landlord will pay the amounts requested by delivery to Tenant of Landlord's check(s) payable to Tenant or, at Tenant's option, payable to Tenant and Tenant's Contractors jointly. Unless otherwise agreed by Landlord and Tenant in writing and subject to delays beyond Tenant's reasonable control, if any portion of the costs to be reimbursed by the Allowance has not been requested by Tenant or will be requested for Tenant Work that is ongoing as of September 1, 2001 such amounts shall be forfeited by Tenant. 4.3 Landlord shall, during completion of the Tenant Work and immediately thereafter, reasonably cooperate in the balancing of the Building HVAC system serving the Premises. Landlord shall pay for costs of balancing the Building Improvements portions of the HVAC system and Tenant shall pay for balancing the portions of the system within the Premises. 4.4 Subject to the mutual waiver in Section 18.6 of the Lease, Tenant will indemnify, defend and hold harmless Landlord, Building Manager, and Landlord's Contractors from and against liability, costs or expenses in accordance with Section 16.1

Allowance. (a) Landlord agrees to provide an allowance shall pay for the costs of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in for the Premises that will become a part of Allowance Premises, provided such costs shall not exceed the Building Tenant Improvement allowance (the "ALLOWANCE") set forth in the chart in paragraph 1 of this Work Letter and more particularly described in EXHIBIT D-1 attached hereto. The Allowance shall be applied toward the cost of the purchase and construction of the Tenant Improvement Allowance"). Tenant is fully responsible Improvements for the payment Allowance Premises, including without limitation the following: (i) Construction work for completion of all the Tenant Improvements for the Allowance Premises as reflected in the Construction Contract; (ii) All contractors' charges, general condition, performance bond premiums and construction fees relating to the Allowance Premises; (iii) Tenant Improvements as shown on the approved Working Drawings for the Allowance Premises; (iv) Any modifications, alterations or changes to the Tenant Improvements from the Working Drawings for the Allowance Premises or for the remainder of the Premises, including, without limitation any elevator that may be required by Tenant or by applicable law for the mezzanine; (v) any costs resulting from a Tenant Delay for any of the Tenant Improvements (including without limitation the Warehouse Premises); (vi) Construction management fee for Landlord's construction manager not to exceed 5%, if any, payable in connection with the Tenant Improvements in excess of work for the Tenant Improvement Allowance Premises or for additional costs incurred any changes to the work for the Warehouse Premises (it being agreed that the Contractor may also charge a commercially reasonable construction management fee that will be included in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder.Allowance; and (bvii) Tenant agrees to pay to LandlordAny design, within thirty (30) days of receipt of an invoice, all costs engineering and expenses in excess of the Tenant Improvement Allowance incurred consulting fees payable in connection with the Tenant Improvements work for the Allowance Premises or for any changes to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates work for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderWarehouse Premises. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall cause a contractor designated by Landlord (athe “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements, and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner. Landlord agrees to provide shall pay for the cost of the design and construction of the Tenant Improvements in an allowance amount up to, but not exceeding, $70.00 per rentable square foot of the Premises (i.e., up to $80,0002,651,250.00, based on 37,875 rentable square feet of the Premises (the “Allowance”). The cost of the design and construction of the Tenant Improvements shall include Landlord’s construction supervision and management fee in an amount equal to installthe product of (i) three percent (3%) and (ii) the amount equal to the sum of the Allowance and the Over-Allowance Amount (as such term is defined below). Tenant shall pay for all costs in excess of the Allowance (“Over-Allowance Amount”), supply and otherwise which payment shall be made to Landlord in cash within ten (10) days after Tenant’s receipt of invoice therefor from Landlord and, in any event, prior to the date Landlord causes the Contractor to commence the actions described in the first sentence of this Section 3. In the event that after Tenant pays the Over-Allowance Amount Tenant requests any changes, change orders or modifications to the Approved Working Drawings (which Landlord approves pursuant to Section 2 above) which increase the cost to construct the Tenant Improvements, Tenant shall pay such increased cost to Landlord immediately upon Landlord’s request therefor, and, in any event, prior to the date Landlord causes the Contractor to commence construction of the changes, change orders or modifications. Except as set forth below, in no event shall Landlord be obligated to pay for any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; such items shall be paid for by Tenant. Tenant shall not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the Allowance not used to pay for the cost of the design and construction of the Tenant Improvements; provided, however, so long as the Tenant Improvements have been completed and all Allowance items have been paid, and so long as no Event of Default exists under the Lease, Tenant may use any unused portion of the Allowance not to exceed an amount equal to $10.00 per square foot of rentable area in the Premises that will become as a part of credit against Base Rent due under the Building Lease and/or toward Tenant’s fixtures, furniture and equipment (the "Tenant Improvement Allowance"“FFE”). Tenant is fully responsible shall present Landlord with paid invoices for the payment of all costs in connection with the FFE, and Landlord shall reimburse Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of after receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderthereof. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. (a) Tenant acknowledges that Landlord agrees is not obligated to provide make any improvements to the Premises. During the calendar year 2013, Tenant, at Tenant’s request, shall have the right to make such improvements to the Premises as are mutually agreed upon by the parties. Landlord hereby grants Tenant an allowance equal to Six Hundred Ninety Nine Thousand One Hundred Fifty One and 25/100 Dollars ($699,151.25) (the “Allowance”) towards the costs of up such improvements. Tenant shall be responsible for preparing all construction documents, subject to $80,000Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant’s improvements shall be referred to installas the “Tenant’s Work.” Tenant shall apply for and obtain all required permits and deliver copies thereof to Landlord prior to commencing Tenant’s Work. In such event, supply and otherwise Landlord shall disburse the Allowance in accordance with the following provisions: 3.1 Commencing as of January 1, 2013, the Allowance shall be disbursed to construct Tenant on a progress payment basis. Proper draw requests submitted by the Tenant Improvements in 20th day of any calendar month shall be paid by the Premises that will become a part 15th day of the Building following calendar month. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant (as certified by Tenant’s architect) to Tenant’s contractors, subcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the "Tenant Improvement Allowance"). Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) of each progress payment made until the Tenant’s Work is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) complete, and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such costs retainage, and expenses in the event that Tenant fails to provide such evidence, then Landlord may withhold an amount equal to the retainage described above. All requests for disbursement of the Allowance, if any, shall be due accompanied by (i) certificate signed by Tenant or Tenant’s architect (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for other persons who have rendered services or furnished materials in connection with work on the Tenant Improvements; Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been completed substantially in accordance with the approved plans and specifications and (ii) forty-five percent (45%) paid receipts or such other proof of payment as Landlord shall reasonably require for all such costs and expenses work completed. 3.2 If any of the Allowance is not paid pursuant to subsection 3.1 above, it shall be due and payable within 30 days paid by Landlord to Tenant upon completion of receipt of an invoice after such work is substantially completed and the Premises are ready Tenant's Work, to reimburse Tenant for delivery amounts actually paid by Tenant in connection therewith to Tenant; 's vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection 3.1 above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to subsection 3.1 above, (ii) paid receipts or such other proof of payment as Landlord shall reasonably require evidencing that final payment has been made for all materials and labor furnished in connection with the Tenant Work, and (iii) five percent (5%) copy of such costs and expenses a final unconditional certificate of occupancy evidencing that Tenant may commence occupancy of the Premises for all purposes set forth in this Lease if one is required for Tenant’s occupancy. Any portion of the Allowance remaining as of December 31, 2013 shall be deemed forfeited by Tenant and shall not be applied to future alterations or Rent due and payable within 30 days of receipt of an invoice after final completion of all punch list itemsunder the Lease. Failure of Tenant to remit any payment required by this subsection (b) Such improvements shall be a default hereunder and shall be treated hereunder in subject to the same manner as a default provisions of Tenant in paying Base Rent hereunderSection 10 of the Lease. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Provided that there is no uncured Event of Default by Tenant under the Existing Lease and subject to the other terms and conditions of this Subsection, Landlord shall make available the tenant improvement allowance (athe “Allowance”) Landlord agrees to provide in an allowance of amount up to a maximum of One Hundred Eighty-Five Thousand Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part 185,000.00) consisting of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoicefollowing: (i) up to Eighty-five Thousand Dollars ($85,000.00) shall be available solely to reimburse Tenant for fifty percent (50%) of such costs the actual cost of that portion of Tenant Work consisting of replacing the existing chillers serving the Existing Premises, and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent up to One Hundred Thousand Dollars (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b$100,000.00) shall be a default hereunder available solely to reimburse Tenant for the actual costs of that portion of the Tenant Work consisting of repairing and/or replacing any HVAC units or air air-handlers serving the Existing Premises. In no event shall the Allowance be used to reimburse any costs of designing, procuring or installing in the Premises any trade fixtures, movable equipment, furniture, furnishings, telephone equipment, computer equipment, cabling or wiring for any of the foregoing, or other personal property (collectively “Personal Property” for purposes of this Amendment), and the cost of any such Personal Property shall be treated hereunder paid by Tenant. Tenant may elect by written notice to Landlord to increase the Allowance up to a maximum of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional Allowance”) to pay allowable Tenant Work, subject to the limitations herein, and in the same manner as event Tenant elects to do so, the Monthly Installment of rent for the Existing Premises during the Fourth Extended Term shall increase by Twelve Dollars ($12.00) per month for every One Thousand Dollars ($1,000.00) of the Additional Allowance used by Tenant. In addition, Tenant may elect by written notice to Landlord to increase the Allowance up to a default maximum of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional HVAC Allowance”) to reimburse Tenant in paying Base Rent hereunder. for the actual costs of repairing and/or replacing additional HVAC units or air air-handlers serving any portion of the Premise (c) Unless otherwise specified the “Additional HVAC Work”), and in the Plansevent Tenant elects to do so, materials the Monthly Installment of rent for the Existing Premises commencing on the first day of the month after the Additional HVAC Allowance (or any portion thereof) is paid, shall increase by Nine and 50/100 Dollars ($9.50) per month for every One Thousand Dollars ($1,000.00) of the Additional HVAC Allowance used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by LandlordTenant. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Provided no Event of Default or event that with the giving of notice or passage of time would become an Event of Default has occurred and remains outstanding, Landlord shall provide to Tenant a construction allowance equal to $23.00 per rentable square foot in the Premises (the “Allowance”) to be applied toward the Total Construction Costs including up to $5.00 per rentable square foot of the Allowance towards purposes other than payment of hard construction costs, including, without limitation, for (a) telecommunications equipment and installation, (b) furniture, fixtures and equipment, (c) other specialty trade fixtures and equipment, (d) legal fees, architectural fees, construction fees and consultant fees, and (e) any moving cost of any kind. Tenant shall at all times during the Term remain the lawful possessor and owner of all the aforementioned specialty items funded via the Allowance for items (a) through (c) above but title thereto shall become vested in Landlord agrees to provide an allowance upon expiration of up to $80,000the Term or termination of this Lease, to install, supply except for those specialty trade fixtures and otherwise to construct the Tenant Improvements in equipment that by their nature cannot be reused within the Premises and which shall be removed at Tenant’s expense. The Allowance must be used prior to October 1, 2005 or shall be deemed forfeited with no further obligation by Landlord with respect thereto. If the Total Construction Costs are less than the Allowance, Tenant will not be entitled to any credit for any amounts not applied to the Total Construction Cost. It shall be a condition to the obligation of Landlord to pay the Allowance that will become Tenant shall have provided Landlord a part request for payment by Tenant’s contractor on standard AIA forms, contractors’ affidavits and sworn statements, contractors’ and subcontractors’ lien waivers (for previous payments), an architect’s payment certificate signed by Tenant’s architect, and an affidavit by Tenant’s chief financial officer that all work indicated on the draw request has been completed and that Tenant has approved the payment request, and such other documents as may be reasonably required by Landlord to demonstrate the applicable work has been performed and the amount requested is correct. Prior to commencement of any of the Building Work, Tenant shall provide to Landlord its final budget of Total Construction Costs (based upon accepted bids) and, if the "estimated Total Construction Costs exceed the amount of the Allowance by greater than $5.00 per rentable square foot, Tenant Improvement Allowance")shall provide satisfactory assurances to Landlord that adequate arrangements have been made to pay such excess costs. Tenant is fully responsible In no event shall Landlord have any responsibility for the payment of all Total Construction Costs or the costs in connection with of any of the Tenant Improvements Work in excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunderAllowance. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall make available to Tenant an allowance (the “Allowance”) of up to One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00), which shall be applied to the costs and expenses incurred by Tenant in performing any approved tenant improvements or renovations to the Premises (such improvements being referred to as the “Renovation Improvements”T Tenant shall be responsible for completion of the Renovation Improvements and for obtaining all permits and other approvals required in connection with such Renovation Improvements. All Renovation Improvements shall: (i) consist of materials and finishes that are equal to or higher in quality and class than the materials and finishes currently existing in the Premises; (ii) be performed in accordance with working drawings, plans and specifications prepared by Tenant, at Tenant’s sole expense subject to offset by the Allowance, and previously approved in writing by Landlord in accordance with the terms of subsection b. below; and (iii) be considered alterations to the Premises subject to the applicable provisions of the Lease, including but not limited to Section 4.2 of the Initial Lease. The costs that are eligible to be reimbursed to Tenant for the Renovation Improvements shall include (a) Landlord agrees to provide an allowance all architectural fees and costs, construction management fees and costs, engineering fees and costs and any other fees, costs and expenses of up to $80,000, to install, supply and otherwise to construct the any kind incurred or payable by Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess performance of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. Renovation Improvements; (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs fees and expenses in excess of the Tenant Improvement Allowance incurred charges imposed by any governmental entity or authority in connection with the Tenant Improvements to Renovation Improvements; (c) sales and use taxes; (d) insurance fees associated with the extent construction of the Renovation Improvements; (e) testing and inspecting costs; and (f) the costs and expenses are approved charges for materials and labor, contractor's profit and contractor's general overhead incurred by Tenant in writinghaving the Renovation Improvements completed. Notwithstanding anything to the contrary contained herein, it is agreed that costs of the following Renovation Improvements are eligible for reimbursement to the Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoicefrom the Allowance: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; Demising Wall, (ii) forty-five percent (45%) of such costs all electrical work required to demise the space and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) relocation of the battery charging station associated with demising the space. In addition, and notwithstanding anything to the contrary contained herein, Landlord acknowledges and agrees that Tenant has commenced certain of the Renovation Improvements prior to the Amendment Effective Date and that the costs associated with such costs and expenses Renovation Improvements shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of eligible for reimbursement to the Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in from the same manner as a default of Tenant in paying Base Rent hereunderAllowance. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. 57.1 So long as no Event of Default shall be existing under the Lease as of the date Tenant requests reimbursement of the Allowance (a) as defined below), Landlord agrees to provide an allowance reimburse Tenant up to, and not to exceed, the sum of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building 1,285,775.00 (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection with the Tenant Improvements in excess ) (based on a $5.00 prsf of the Tenant Improvement Allowance Premises) for additional costs incurred in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. (b) Tenant agrees to pay to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements design and construction of the permanent improvements to the extent Premises, including but not limited to the costs professional services and expenses are approved its fees like architects, engineers, project managers, (the "Allowance Items"). Landlord shall pay the Allowance to Tenant upon delivery to Landlord of "Tenant's Allowance Notice" (as defined below) according to the terms and conditions of this Section 57.1. Not more frequently than once in any calendar month, Tenant may submit to Landlord a written notice indicating that Tenant has paid the cost of Allowance Items, which notice shall be accompanied by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty all of the following (30) days of invoice: collectively, "Tenant's Allowance Notice"): (i) fifty percent (50%) copies of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates paid invoices for the Tenant Improvements; Allowance Items, and (ii) forty-five percent (45%) of such costs certification that the Special Allowance Items have been delivered to and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and installed in the Premises are ready for delivery to Tenant; Premises, (iii) five percent final unconditional lien releases in compliance with California law from Tenant's general contractor and all subcontractors and material suppliers, showing that full payment has been received for the construction of the Allowance Items, and (5%iv) copies of such costs all building permits (if any) required by the City in connection with the construction and expenses installation of the Allowance Items signed by the appropriate building inspector, indicating that the Allowance Items have been finally approved. The Allowance shall be due available for reimbursement to Tenant during the period from June 1, 2012 through July 1, 2013 (the "Window"). Any portion of the Allowance not requested by Tenant within the Window shall be deemed forfeited by Tenant and payable within 30 days shall no longer be available for disbursement to or for the account of Tenant. No part of the Allowance may be used as a credit against Rent or for any purpose other than construction of the Allowance Items. In addition to the foregoing conditions, Landlord's obligation to disburse the Allowance is conditioned upon Landlord's prior receipt of an invoice after final completion the Security Deposit or Letter of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderCredit, whichever is applicable. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.

Allowance. Landlord shall reimburse Tenant for the “hard costs” incurred related to the Tenant Improvements, up to an amount equal to the Allowance (as defined in Section 1.01). The agreements of Landlord and Tenant regarding the Allowance are as follows: (a) Landlord agrees to provide an allowance of up to $80,000, to install, supply In the event the costs and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance"). Tenant is fully responsible for the payment of all costs in connection expenses associated with the Tenant Improvements in exceed the Allowance, such excess of the Tenant Improvement Allowance for additional costs incurred in the upfit that are approved shall be borne solely by Tenant and shall be paid in writing. The Tenant Improvement Allowance may not be used full by Tenant as an offset against any rent payments due hereunderprior to delinquency. (b) Tenant agrees Landlord shall make up to six (6) disbursements of the Allowance in accordance with the pay applications provided by Tenant’s General Contractor, certified by Tenant’s architect or its representative (or, if the cost is not related to Landlord, within thirty (30) days of receipt of an invoice, all costs and expenses in excess the design or construction of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements to the extent the costs Improvements, by an authorized representative of Tenant) and expenses are approved by Tenant Landlord (such approval not to be unreasonably withheld, conditioned or delayed). All disbursements, except for the final disbursement shall be in writingamounts not less than $300,000. Tenant will The first such disbursement shall be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days made upon Tenant’s completion of invoice: (i) construction of fifty percent (50%) of such costs and expenses the Tenant Improvements (based on projected costs). The final disbursement shall be due paid upon completion of the Tenant Improvements and payable within 30 days of Landlord’s receipt of an invoice after Tenant's approval all Final Documents (as defined below). Provided, Landlord’s obligation to make such disbursements shall be subject to the following conditions: (i) Landlord shall not be obligated to make any disbursements of the Allowance prior to Tenant’s delivery to Landlord of (A) evidence of Tenant’s receipt of all necessary permits required to commence construction of the Tenant Improvements and (B) a final, complete copy of the CDs, as agreed to by Landlord and Tenant. (ii) Landlord shall not be obligated to make more than one (1) disbursement of the Allowance in any calendar month. (iii) Landlord shall not be obligated to make any disbursement of the Allowance until Landlord receives current Supporting Documents (as defined herein) or Final Documents, as applicable. Landlord shall pay applicable disbursements to Tenant on or before the date that is the later of: (A) thirty (30) days following Landlord’s receipt of a valid request for disbursement of the Allowance and all appropriate Supporting Documents or Final Documents, as applicable, and (B) the date that is two (2) business days immediately following the day on which Landlord receives the corresponding loan disbursement from its mortgagee(s) for purposes of the Allowance (in no event to exceed forty-five (45) days following Landlord’s receipt of the documentation referenced in the foregoing clause (A)). The obligation of Landlord to make each such disbursement of the Allowance is subject to the condition precedent that, on the date of such disbursement, no event has occurred and is continuing which constitutes a Default of Tenant under the Lease. After disbursement of the Allowance (or any portion thereof) by Landlord to Tenant, Tenant shall be solely responsible for disbursement to Tenant’s General Contractor, subcontractors, architect, engineers and material suppliers of payments for the cost estimates for of designing, planning and constructing the Tenant Improvements; . As used herein, the term “Supporting Documents” shall mean, with respect to each disbursement (ii) forty-five percent (45%excluding the final disbursement) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent Allowance hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibit, Landlord shall have the right to cease all work under this Exhibit until such time as Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibit.:

Allowance. (a) Landlord agrees to provide an Tenant shall receive a total improvement and refurbishment allowance of up to $80,000, to install, supply and otherwise to construct the Tenant Improvements in the Premises that will become a part of the Building (the "Tenant Improvement Allowance") which shall be applied towards leasehold improvements and refurbishments as set forth in Section 2.2 (including signage, as set forth in Section 5.4 (c) hereof). Tenant is fully responsible for ; the payment of all costs in connection with the Tenant Improvements in excess of the Tenant Improvement Allowance for additional costs incurred shall be in the upfit that are approved by Tenant in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereundertotal sum of Fifty-Two Thousand Dollars ($52,000.00). (b) The cost of the leasehold improvements and refurbishments shall be paid monthly by Landlord out of the Allowance based upon the draw schedule and work in place. Tenant agrees and Tenant's construction coordinator shall receive a copy of each monthly requisition. It is hereby agreed that all permanently affixed leasehold improvements, if any, shall immediately become the property of Landlord upon completion unless otherwise agreed to pay in writing. (c) In the event the total cost of the leasehold improvements and refurbishments is less than the Allowance, Landlord shall retain such amount as its property and there shall be no payment to LandlordTenant or abatement of Rent with respect thereto. (d) In the event the total cost of completing the improvements and refurbishments to the Premises shall exceed the Allowance (the "Excess Costs"), said Excess Costs shall be paid by Tenant to Landlord in cash, in full, within thirty (30) days after Landlord's demand therefor; provided, however, that at Tenant's election such Excess Costs (but not to exceed Two Dollars [$2.00] per square foot of receipt GRA in the Premises) may be amortized as additional Base Rent over the Main Term, calculated using an interest factor of an invoice, all costs and expenses in excess twelve percent (12%). Attached hereto as Schedule I is a copy of bills received by Landlord with respect to the performance of the Tenant Improvement Allowance incurred in connection with the Tenant Improvements initial improvements to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after Tenant's approval of the cost estimates for the Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of Tenant to remit any payment required by this subsection (b) shall be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunderPremises. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this ExhibitLandlord represents and warrants that, upon the Commencement Date and completion of the improvements and refurbishments to the Premises to be performed by Landlord pursuant to Section 2.2 hereof, the Premises are and shall be in compliance with all requirements of the Americans with Disabilities Act of 1990 (the "ADA"). Upon completion of the improvements and refurbishments, Landlord shall have be responsible for ADA compliance issues with respect to the right to cease all work under this Exhibit until such time as Common Areas and Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitresponsible for all ADA compliance issues within the Premises.

Allowance. Landlord shall provide a construction allowance (athe "Allowance') as set forth in Section I above. Landlord agrees to provide an allowance shall make the Allowance available towards: (1) costs of up to permanent leasehold improvements included in the Work, including labor, hardware, equipment and materials, contractors' charges for overhead and fees, and general conditions, (2) costs of the Space Plan and Construction Drawings, provided such costs, as a share of the Allowance, shall not exceed Two and 50/100 Dollars ($80,000, to install, supply and otherwise to construct the Tenant Improvements 2.50) per rentable square feet of space in the Premises that will become a part of (i.e., $34,550.00 for each the Building (7th Floor Premises and the "Tenant Improvement Allowance"). Tenant is fully responsible 10th Floor Premises, and $10,110 for the payment of all 9th Floor Premises) (and which shall exclude planning for furniture, fixtures and equipment), (3) costs incurred by Tenant for real estate consulting fees payable to Tenant's broker identified in the Basic Lease Information ("TENANT'S BROKER") in connection with the Tenant Improvements in excess Lease, provided such costs, as a share of the Tenant Improvement Allowance for additional costs incurred Allowance, shall not exceed, in the upfit that are approved by Tenant aggregate, Four Dollars ($4.00) per rentable square feet of space in writing. The Tenant Improvement Allowance may not be used by Tenant as an offset against any rent payments due hereunder. the 7th Floor Premises (bi.e., $55,280.00) Tenant agrees to pay to (the "PERMITTED REAL ESTATE CONSULTING FEE"), and (4) Landlord, within thirty (30) days of receipt of an invoice, all 's costs and expenses in excess of administrative fee, as described above. Landlord shall pay the Tenant Improvement Allowance incurred in connection with the Tenant Improvements Permitted Real Estate Consulting Fee directly to the extent the costs and expenses are approved by Tenant in writing. Tenant will be billed for such costs and expenses as follows and will pay said costs and expenses within thirty (30) days of invoice: (i) fifty percent (50%) of such costs and expenses shall be due and payable within 30 days of Tenant's Broker upon receipt of an invoice after from Tenant's approval Broker setting forth in detail reasonably satisfactory to Landlord the amount of the cost estimates for the real estate consulting fees owed by Tenant Improvements; (ii) forty-five percent (45%) of such costs and expenses to Tenant's Broker, which invoice shall be due and payable within 30 days of receipt of an invoice after such work is substantially completed and the Premises are ready for delivery to Tenant; (iii) five percent (5%) of such costs and expenses shall be due and payable within 30 days of receipt of an invoice after final completion of all punch list items. Failure of accompanied by written authorization from Tenant to remit the Permitted Real Estate Consulting Fee to Tenant's Broker. If all or any payment required by this subsection (b) portion of the Allowance shall not be a default hereunder and shall be treated hereunder in the same manner as a default of Tenant in paying Base Rent hereunder. (c) Unless otherwise specified in the Plans, materials used by Tenant in its upfit at the Building shall be customary for this type of upfit and Building and readily available in the market where the Building is located, all as reasonably determined by Landlord. (d) The Final Plans are included on Exhibit B. (e) Should Tenant default under this Exhibitused, Landlord shall have be entitled to the right to cease all work under this Exhibit until such time as savings and Tenant shall cure any such default and any delay in Tenant commencing and completing any such cure shall be a delay by Tenant under this Exhibitreceive no credit therefor.