Common use of Construction Allowance Clause in Contracts

Construction Allowance. Subject to the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.

Construction Allowance. Subject (a) Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansRelocation Premises, and (B) completed on or before December 31, 2012, except that then no portion advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s personal propertyrequest directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment and sworn statements of Tenant and contractor, (ii) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iii) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, (iv) with respect to the disbursement of the last 10% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (3) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord shall promptly notify Tenant of the same and Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Tenant Work or materials in connection therewith covered by previously funded applications for payment, (2) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Relocation Premises, (3) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty are not satisfied, or (304) days following Tenant is in Default under the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsLease.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 45.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Tenant’s Work. No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated Excess Amount. Thereafter, Landlord shall pay to Tenant the Construction Allowance, to be applied solely toward Subtenantthe remaining Total Construction Costs and not in reimbursement of the Excess Amount paid by Tenant, in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment, (ii) final, unconditional or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant’s personal propertyWork, fully executed, acknowledged and in recordable form, (iii) copies of all invoices and proof of payment of same, and (iv) the Architect’s certification that the Tenant’s Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the “as-built” plans for the Tenant’s Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Tenant’s Work 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 Project 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, (C) the conditions to the advance of the Construction Allowance to Subtenant relative to the portion are not satisfied, or (D) an Event of Subtenant Improvements not completed Default by such dateTenant exists. If the cost of Total Construction Costs for the Subtenant Improvements exceeds Premises are less than the Construction Allowance, then Tenant shall not be entitled to receive payment or credit for such excess amount difference and Landlord shall retain the same. The Construction Allowance must be borne solely by Subtenant. Sublandlord shall pay used (that is, the Tenant’s Work must be fully complete and the Construction Allowance to Subtenant disbursed) within thirty twenty-four (3024) days months following the later Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. The Construction Allowance may be used in Tenant’s discretion for Tenant’s Work with no stipulation from Landlord as to occur how much of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Construction Allowance is allocated within the various spaces in the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.

Construction Allowance. Subject to the terms and provisions hereof, Sublandlord Landlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially Allowance specified in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Section 1.15. Disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31made in two equal payments (i.e., 2012the Construction Allowance is $150,000, then Sublandlord two payments of $75,000.00) in accordance with the following procedure: Tenant shall have no obligation submit to pay Landlord a written statement (the "Payment Statement") setting forth (i) all the amounts payable to Tenant's contractors and vendors; (ii) an architect's statement certifying 50% or any portion 100% completion of Tenant's Work, as applicable; (iii) a copy of all bills and invoices pertaining to such Tenant's Work totaling a minimum of one-half (1/2) the Construction Allowance (including "hard costs" and "soft costs" (such "soft costs" including, for example, license and permit fees and architect's fees, but excluding attorney's fees and internal overhead)) for the first payment (otherwise, the first payment will be equal to such lesser amount incurred by Tenant as shown on the bills and invoices, with the difference between 1/2 of the Construction Allowance to Subtenant relative to and the portion of Subtenant Improvements not completed by such date. If amount paid as the cost first payment paid as part of the Subtenant Improvements exceeds second payment) and a cumulative minimum amount of the Construction Allowance (including "hard costs" and "soft costs" (such "soft costs" including, for example, license and permit fees and architect's fees, but excluding attorney's fees and internal overhead)) for the second payment (otherwise, the second payment will be equal to such lesser amount incurred by Tenant as shown on the bills and invoices, with the difference retained by Landlord); (iv) unconditional lien releases and proof of payment with respect to all bills and invoices covered by the Payment Statement; (v) a copy of the occupancy permit for the Premises for the second disbursement of the Construction Allowance; and (vi) a copy of Tenant's punch list which Landlord has approved after inspection of Tenant's Work for the second disbursement of the Construction Allowance. Landlord shall issue a check to Tenant for the first payment and the second payment within ten (10) days after Landlord's receipt of the Payment Statement for such payment provided that, such excess amount at Landlord's option, Landlord shall be borne solely by Subtenant. Sublandlord shall pay have the right to withhold fifteen percent (15%) of the Construction Allowance out of the second payment until such time as Tenant has completed all punch list items to Subtenant Landlord's reasonable satisfaction and shall be payable within thirty ten (3010) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s after Landlord's receipt of a certificate notice from Subtenant’s licensed contractor certifying Tenant regarding Tenant's completion thereof. The cost of any additional work performed by Landlord (provided Tenant has requested that Landlord perform the additional work, or Landlord notified Tenant of a defect in Tenant's work prior to commencing the work and Tenant has a reasonable period to cure the defect and fails to do so in a timely manner) for the benefit of Tenant, as well as any rental that is already due and owing under this Lease as of the Subtenant Improvements in substantial accordance with date the Approved Space Plans; (iii) Sublandlord’s receipt payment of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction AllowanceAllowance is to be made, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related shall be deducted from the Construction Allowance before said Construction Allowance is paid to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsTenant.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars $3,393,990.00 (based on $55,786.0990.00 per rentable square foot in the Expansion Space) (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Expansion Space Work. The Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Subtenant Improvements Total Construction Costs. The Construction Allowance shall be spent as follows: Tenant shall use at least $60.00 per rentable square foot towards the 4th Floor Work and the 6th Floor Work each. The remaining $30.00 per rentable square foot for the 4th Floor Work and the 6th Floor Work each may be used by Tenant towards any portion of the Expansion Space Work, subject to the Subleased Premises provided following conditions: (a) the same are 6th Floor Work and any additional construction work performed by Tenant in the 6th Floor Space shall be in compliance with Title 24 of the California Code of Regulations (A“Title 24”); (b) constructed substantially the 6th Floor Work and any additional construction work performed by Tenant in accordance the 6th Floor Space shall include an open ceiling, installation of the distribution of all ductwork for the heating, ventilation and air conditioning system serving the 6th Floor Space and such other improvements to make the 6th Floor Space compliant with the Approved Space Plans, requirements of Title 24 in effect as of the date hereof; and (Bc) completed on or before December 31, 2012, except that no Tenant shall not be entitled to use any unused portion of the Construction Allowance Allowance. For the avoidance of doubt, Xxxxxxxx’s costs in connection with the Expansion Space Work shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have in no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds event exceed the Construction Allowance, such excess amount except to the extent of the costs of any expedited permits and over-time labor, and without limiting other amounts for which Tenants is responsible as provided elsewhere in this Amendment, Tenant shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy responsible for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion all costs of the Subtenant Improvements in substantial accordance with the Approved Expansion Space Plans; (iii) Sublandlord, the MEP Plans, the FLS Drawings, Tenant’s receipt suite signage, the Permit Application and the Expansion Space Work in excess of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 27.55 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. The Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord of the Construction Allowance and the Total Construction Costs and provided no default under this Lease then exists and no Event of Default has occurred, Tenant may use any excess Construction Allowance towards the cost of (a) Tenant’s installation of telephone and data networks and other moving costs (collectively, the “Moving Costs”) (up to a maximum of $2.50 per rentable square foot in the Premises), and/or (b) Tenant’s Basic Rent obligations (up to a maximum of $7.55 per rentable square foot in the Premises) under this Lease by so notifying Landlord in writing of Tenant’s election. Landlord will reimburse Tenant for the Moving Costs (subject to the Subleased Premises provided applicable cap described above) within 30 business days after receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. Following Landlord’s receipt of Tenant’s election to apply the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no unused portion of the Construction Allowance towards Tenant’s Basic Rent obligations (subject to the applicable cap described above), Landlord shall apply such excess toward Tenant’s Basic Rent obligation first accruing after such date until such excess is fully exhausted. The Construction Allowance must be applied toward Subtenant’s personal property. If used (that is, the Work must be fully complete, any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of rent credits exhausted and the Construction Allowance to Subtenant relative to disbursed) within nine months following the portion of Subtenant Improvements not completed Commencement Date or shall be deemed forfeited with no further obligation by such date. If the cost Landlord with respect thereto, time being of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject (a) Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 16.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. Except as set forth below regarding the Direct Purchase Items, the Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord. The Construction Allowance shall be used for architectural and hard construction costs, which costs may include an uninterrupted power source system and generator (the “UPS”) (subject to the Subleased Premises provided terms of Exhibit O and approval by Landlord of plans therefor). Upon the same are (A) constructed substantially in accordance with expiration or earlier termination of the Approved Space PlansLease, and (B) completed on or before December 31the ownership of any portion of the UPS paid for out of the Construction Allowance shall at Landlord’s election belong to Landlord. Notwithstanding the foregoing, 2012, except that no a portion of the Construction Allowance not to exceed: (i) $4.00 per rentable square foot in the Premises may be used to reimburse Tenant for costs of moving to the Premises and for the purchase and installation of data cabling in the Premises, as set forth below; and (ii) three percent (3%) of the Total Construction Costs may be used to pay a construction manager if Xxxxxx is selected as the general contractor as set forth in Section 10 below. It is anticipated that Tenant shall directly purchase the UPS (as defined above to include a generator) and the data cabling for the Premises (collectively, the “Direct Purchase Items”), the installation of which shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31coordinated by Landlord in connection with the Work, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If with the cost of such installation being included in the Subtenant Improvements exceeds Total Construction Costs. Reimbursement of Tenant’s costs of the Construction Allowance, such excess amount Direct Purchase Items and Tenant’s costs of moving (limited as set forth above) shall be borne solely made by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant Landlord within thirty (30) days following the later to occur of (i) SublandlordLandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord paid invoices for such costsitems. The Construction Allowance must be used within six (6) months following the Initial Premises Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto.

Construction Allowance. Subject (a) Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansRelocation Premises, and (B) completed on or before December 31, 2012, except that then no portion advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s personal propertyrequest directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not Confidential Treatment Requested by Xeris Pharmaceuticals Inc. Pursuant to 17 C.F.R. Section 200.83 more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment and sworn statements of Tenant and contractor, (ii) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iii) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, (iv) with respect to the disbursement of the last 10% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (3) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord shall promptly notify Tenant of the same and Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Tenant Work or materials in connection therewith covered by previously funded applications for payment, (2) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Relocation Premises, (3) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty are not satisfied, or (304) days following Tenant is in Default under the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsLease.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance in the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars of US one hundred thousand dollars ($55,786.09100,000.00) (the “Construction Allowance”) to be applied toward the cost Total Construction Costs. Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the Subtenant Improvements following items: (a) a request for payment itemized with a statement from Tenant and contractor outlining the portion of Work for which reimbursement is being requested, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work which has been completed at the time the reimbursement request is being made, fully executed, acknowledged and in recordable form, (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the Subleased last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises provided (if a certificate of occupancy is required by law), (ii) Tenant’s occupancy of the same are (A) constructed substantially in accordance with the Approved Space PlansPremises, and (Biii) completed on the record drawing in CAD format (if available), PDF format and hard copy required by Section 5 above (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or before December 31incorrect, 2012Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, except that no portion Landlord shall not be obligated to make any disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If during the pendency of any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) 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 Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (3) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance are not satisfied, or (4) Tenant is in default under the Lease. The Construction Allowance must be used (i.e. work performed and invoices submitted to Subtenant Landlord) within thirty eighteen (3018) days months following the later Effective Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. Not less than eighty percent (80%) of the Construction Allowance must be used to occur pay for the expansion / addition of (i) Sublandlord’s receipt restroom facilities at the Premises and hard and soft construction items related thereto; the balance of Subtenant’s Certificate of Occupancy the Construction Allowance may be used for other improvements to the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of or at the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design option of the Tenant Improvementsmay be used for routine and/or non-routine repair, including the preparation enhancement or replacement of the Approved Space Plan, HVAC system and in HVAC equipment serving the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsPremises.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed One Million One Hundred Fifty-Five One Thousand Seven Hundred Eighty-Six Fifty and 09/100 00/100 Dollars ($55,786.091,151,750.00) (based upon $25.00 per rentable square foot within the Premises) (the “Construction Allowance”) to be applied toward the Total Construction Costs of any Work under the Lease or the Maplewood Lease, as adjusted for any changes to the Work and subject to the limitations on allocating the Construction Allowance for soft costs as hereinafter provided in this Section 10. Tenant may use the Construction Allowance for Work at any time, and from time to time, during the ten (10) year Extended Term until such Construction Allowance has been exhausted. In the event Tenant has elected to have Landlord perform the Work, the Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord. In the event Tenant has elected to perform the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansWork, and (B) completed on or before December 31, 2012, except that no portion advance of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation made by Landlord until Tenant has first paid to pay all or any portion the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance to Subtenant relative in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the portion of Subtenant Improvements not completed last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by such date. If Landlord, and, with respect to the cost disbursement of the Subtenant Improvements exceeds last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord’s mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant’s submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until thirty (i30) Sublandlorddays following Landlord’s receipt of Subtenantthe Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction 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 Work 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 Certificate interest therein by reason of Occupancy 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, if applicable; or (iiC) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory Construction Allowance are not satisfied. Landlord acknowledges that it shall not be permitted to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of finaldeduct management, unconditional lien releases in form and content reasonably satisfactory to Sublandlord supervision, or coordination fees or charges from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance. Tenant shall have the right, Subtenant acknowledges at any time and from time to time by notice to Landlord in writing, to require Landlord to credit all or a portion of any unused Construction Allowance against Tenant’s obligation to pay Base Rent until such unused portion is exhausted, provided, however, that Sublandlord has directly incurred certain no more than half of the Construction Allowance may be used for soft costs and expenses related to and, provided further, that no more than $10.00 per rentable square foot within the design Premises may be used as a credit against rent. The term “soft costs” for the purposes of the Tenant Improvementsforegoing sentence includes design and space planning costs, including costs for the preparation of the Approved Space PlanWorking Drawings and the final “as-built” plan of the Work, reasonable out-of-pocket moving costs, costs of furniture, fixtures, equipment, cabling, and in the event Subtenant security system installation, and credit against future rent. In such event, Landlord shall credit such difference against Tenant’s Base Rent obligations next coming due. Any unused Construction Allowance Tenant does not construct Tenant Improvements elect to have credited against Base Rent shall be held by Landlord for Tenant’s use in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsfuture Work.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 687,345.00 (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If the Total Construction Costs, as adjusted for any Subtenant Improvements changes to the Work, provided however, if following Substantial Completion of the Work, Total Construction Costs are not completed on or before December 31less than the Construction Allowance, 2012, then Sublandlord shall have no obligation Tenant may use up to pay all or $229,115.00 of any portion remaining balance of the Construction Allowance to Subtenant relative to the portion reimburse Tenant for Tenant’s costs of Subtenant Improvements not completed by furniture, fixtures and equipment and data and communications cabling upon Tenant furnishing Landlord with satisfactory evidence of such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlordcosts and Tenant’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvementspayment thereof. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft Landlord will also reimburse to Tenant an amount not to exceed $2,291.15 for the costs of a “test fit” of the Premises upon Tenant furnishing Landlord with satisfactory evidence of such costs and expenses related Tenant’s payment thereof (the “Test Fit Payment”). No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the design contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant Improvementsthe Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the preparation last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the Approved Space Planlast 20% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, and (3) delivery of the architectural “as-built” plan for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below) (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the event Subtenant does applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not construct be obligated to make any disbursement of the Construction 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 Work 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 Complex, the Premises or Tenant’s interest therein by reason of work done, or claimed to have been done, or materials supplied or specifically fabricated, or claimed to have been supplied or specifically fabricated, to or for Tenant Improvements in substantial accordance or the Premises, (C) the conditions to the advance of the Construction Allowance are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) and the Test Fit Payment disbursed within six months following the Commencement Date or shall be deemed forfeited with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsno further obligation by Landlord with respect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 34.83 per rentable square foot in the Premises (the “Construction Allowance”"CONSTRUCTION ALLOWANCE") to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansWork; provided, and (B) completed on or before December 31however, 2012, except that no portion not more than $3.00 per rentable square foot of the Construction Allowance shall be applied toward Subtenant’s personal propertyto the architectural and engineering design portion of the Total Construction Costs. If any Subtenant Improvements are not completed on or before December 31The Construction Allowance may be increased by up to $5.00 per rentable square foot in the Premises (the "CONSTRUCTION ALLOWANCE INCREASE") at Tenant's written request to Landlord, 2012which Construction Allowance Increase shall be amortized monthly over the remainder of the initial Term at an annual interest rate of ten percent (10%) and such amortized amounts shall be paid monthly over the remainder of the initial Term together with the Monthly Basic Rent. Upon either party's request, then Sublandlord the parties shall have no obligation execute an amendment to pay all or any portion this Lease reflecting such amortized monthly payments required to be paid by Tenant over the remainder of the initial Term. No advance of the Construction Allowance to Subtenant relative shall be made by Landlord until Tenant has first paid to the portion contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment; (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form; and (c) the Architect's certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the temporary certificate of occupancy issued for the Premises; (2) Tenant's occupancy of the Premises; (3) delivery of the architectural "as-built" plan for the Work as constructed (as set forth above) to Landlord's construction representative (set forth below); and (4) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord's Mortgagee may reasonably request (collectively, a "COMPLETED APPLICATION FOR PAYMENT"). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant's submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until thirty (i30) Sublandlord’s days following Landlord's receipt of Subtenant’s Certificate of Occupancy the Completed Application for Payment. Notwithstanding anything to the Premisescontrary contained in this Exhibit, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion Landlord shall not be obligated to make any disbursement of the Subtenant Improvements in substantial accordance with Construction Allowance during the Approved Space Plans; pendency of any of the following: (iiiA) Sublandlord’s receipt Landlord has received written notice of documentary evidence reasonably satisfactory any unpaid claims relating to Sublandlord any portion of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Work or entities providing labor and/or materials in connection with therewith, other than claims which will be paid in full from such disbursement; (B) there is an unbonded lien outstanding against the Subtenant Improvements. In addition 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; (C) the conditions to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design advance of the Construction Allowance are not satisfied; or (D) an Event of Default by Tenant Improvementsexists. The Construction Allowance must be used (that is, including the preparation Work must be fully complete and the Construction Allowance disbursed) within six (6) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance essence with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 37.50 per rentable square foot in the Second Expansion Premises (the “Second Expansion Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. The Second Expansion Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord of the Second Expansion Construction Allowance and the Total Construction Costs and provided no default under the Lease then exists and no Event of Default has occurred, Tenant may use up to the Subleased Premises provided the same are (A) constructed substantially $3.00. per rentable square foot in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no each portion of the Second Expansion Premises of the excess Construction Allowance shall be applied toward Subtenanttowards the cost of Tenant’s personal property. If any Subtenant Improvements are not completed on or before December 31installation of telephone and data networks and other moving costs (collectively, 2012, then Sublandlord shall have no obligation the “Moving Costs”) with respect to pay all or any such applicable portion of the Second Expansion Premises. Landlord will reimburse Tenant for the Moving Costs (subject to the cap described above) within 30 business days after receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. The Second Expansion Construction Allowance to Subtenant relative to must be used (that is, the portion of Subtenant Improvements not completed by such date. If Work must be fully complete and the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Second Expansion Construction Allowance to Subtenant disbursed) within thirty (30) days nine months following the later latest to occur of (ia) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the PremisesSuite 600 Effective Date, if applicable; (iib) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the Suite 400 Effective Date or (c) the Suite 500 Effective Date, or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees Tenant a construction allowance equal to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars twenty six dollars ($55,786.0926.00) per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenant’s personal propertymade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. If Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any Subtenant Improvements calendar month) following the receipt by Landlord of the following items: (a) a request for payment with invoices and sworn statements of owner and contractor, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect's certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises, (ii) Tenant's occupancy of the Premises, and (iii) an estoppel certificate confirming such factual matters as Landlord or Landlord's Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant's submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until 30 days following Landlord's receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) 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, (3) the conditions to the advance of the Construction Allowance are not completed on satisfied, or before December 31, 2012, then Sublandlord (4) Tenant is in default under the Lease. The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) within six months following the Commencement Date or shall have be deemed forfeited with no further obligation to pay all or any by Landlord with respect thereto. No portion of the Construction Allowance may be used as rent credit or to Subtenant relative purchase furniture, art or equipment or to the portion pay moving costs, legal fees or other costs of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction AllowanceTenant's consultants, such excess amount shall be borne solely by Subtenant. Sublandlord shall or to pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eightyother non-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costscapital expenses.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute Tenant an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) Tenant Improvement Allowance to be applied toward the cost Total Construction Costs. No advance of the Subtenant Improvements Allowance shall be made by Landlord until Xxxxxx has first paid to the Subleased Premises Tenant Contractors from its own funds (and provided reasonable evidence thereof to Landlord) the same are excess of the projected Total Construction Costs over the amount of the Tenant Improvement Allowance, plus the amount of the draw then being requested by Xxxxxx. Thereafter, Landlord shall pay to Tenant the Tenant Improvement Allowance in multiple disbursements (Abut not more than once in any calendar month) constructed substantially following the receipt by Landlord of the following items: (a) a request for payment with sworn statements of Tenant and the Tenant Contractors, (b) final or partial lien waivers, as the case may be, reasonably acceptable to Landlord from all Tenant Contractors for the Tenant Work, fully executed, acknowledged and in accordance recordable form, (c) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to the Approved Space Planslast application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the Retainage, (w) “as built” drawings in both paper and AutoCad format; (x) the permanent certificate of occupancy issued for the Premises, (y) Xxxxxx’s occupancy of the Premises, and (Bz) completed on an estoppel certificate confirming such factual matters as Landlord or before December 31Mortgage Holder may reasonably request (collectively, 2012, except that no portion a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment less a ten percent (10%) retainage (“Retainage”) to Tenant within forty-five (45) days following Tenant’s submission of the Construction Allowance Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Xxxxxxxx’s payment of such request shall be applied toward Subtenantdeferred until forty-five (45) days following Landlord’s personal propertyreceipt of the Completed Application for Payment. If Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Tenant Improvement Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) 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 Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowancehave been supplied or specifically fabricated, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy or for Tenant or the Premises, if applicable; (ii3) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements in substantial accordance with the Approved Space Plans; Tenant Improvement Allowance are not satisfied, or (iii4) Sublandlord’s receipt an Event of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for Default exists. The Tenant Improvement Allowance must be used (i.e. work performed and materials used in completing invoices submitted to Landlord) within six (6) months following the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Commencement Date or entities providing labor and/or materials in connection shall be deemed forfeited with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance no further obligation by Landlord with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance of $32.00 per rentable square foot in the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. In the event that the amount of the Subtenant Improvements Total Construction Costs is estimated to exceed the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansConstruction Allowance, and (B) completed on or before December 31, 2012, except that no portion then each disbursement of the Construction Allowance shall be applied toward Subtenantmade pari passu with Tenant’s personal property. If any Subtenant Improvements are not completed on or before December 31payment, 2012from Tenant’s own funds, then Sublandlord shall have no obligation to pay all or any portion of the excess of the Total Construction Costs minus the Construction Allowance to Subtenant relative to such disbursement. For example, if the portion of Subtenant Improvements budgeted Total Construction Costs are $100 and the Construction Allowance is $80, each disbursement (draw) shall be paid 80% by Landlord and 20% by Tenant. Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not completed more than once in any calendar month) following the receipt by such date. If the cost Landlord of the Subtenant Improvements exceeds following items: (a) a request for payment and sworn statements of owner and contractor, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises, (ii) Tenant’s occupancy of the Premises, (iii) as-built drawings in AutoCAD format and hard copy required by Section 5 above, (iv) copies of all contractor and supplier warranties obtained by Tenant, and (v) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant’s submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until thirty (i30) Sublandlorddays following Landlord’s receipt of Subtenantthe Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s Certificate interest therein by reason of Occupancy 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, if applicable; (ii3) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements Construction Allowance are not satisfied, or (4) Tenant is in substantial accordance with default under the Approved Lease. At least fifty percent (50%) of the Construction Allowance must be used to pay for hard construction costs in the Premises. This shall include costs of demolition, construction, paint, carpet, HVAC work, cabling and wiring, any work on the Patio Space Plans(including landscaping), and costs of architectural and engineering consultants related to the Work. The remaining fifty percent (50%) of the allowance may be used to pay for the following in the Premises: hard construction costs; soft construction costs; furniture, fixtures, and equipment; and credit against Base Rent, provided that no more than $5.00 per square foot of the Construction Allowance may be used as rent credit. The Construction Allowance must be used (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for i.e. work performed and materials used in completing invoices submitted to Landlord) within twelve (12) months following the Subtenant Improvements; and SublandlordCommencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto (subject to Tenant’s receipt ability to use up to $5.00 per square foot of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsAllowance as rent credit).

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance equal to $40.00 per rentable square foot in the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Tenant’s Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) 50% of the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Total Construction Costs shall include architectural and design fees and expenses, structural engineering fees and expenses, mechanical, electrical and plumbing fees and expenses, Landlord’s personal propertyconstruction management fee, Tenant’s construction and project management fees and expenses, municipal fees and charges and any related taxes. If Landlord shall pay to Tenant’s vendors the Construction Allowance in multiple disbursements (but not more than once in any Subtenant Improvements are calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for Tenant’s Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s certification that Tenant’s Work for which reimbursement has been requested has been completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for Tenant’s Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant’s designated vendor(s) within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not completed on or before December 31, 2012, then Sublandlord shall have no obligation be obligated to pay all or make any portion disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to Subtenant relative any portion of Tenant’s Work 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, (C) the conditions to the portion advance of Subtenant Improvements the Construction Allowance are not completed satisfied, or (D) an Event of Default by such dateTenant exists. If the cost of the Subtenant Improvements exceeds Total Construction Costs are more than the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay Landlord shall, at Tenant’s election, increase the Construction Allowance by up to Subtenant within thirty $5.00 per rentable square foot in the Premises (30the “Additional Construction Allowance”). The amount of the Additional Construction Allowance actually utilized by Tenant shall be amortized as additional Basic Rental over the initial Term at 8% per annum, in the same manner as a loan having equal monthly payments with full repayment over the initial Term. Tenant’s election to use all or a portion of the Additional Construction Allowance shall be made by written notice to Landlord given no later than the date which is 180 days after the date the Premises are delivered to Tenant. Within ten (10) days following after Landlord’s request therefor, Tenant shall execute and return an amendment modifying the later to occur Basic Rental accordingly. After the final completion of Tenant’s Work and a reconciliation by Landlord, Landlord shall calculate any remaining balance of the Construction Allowance by deducting the Total Construction Costs from the Construction Allowance (the “Excess Construction Allowance”), and Tenant may use any Excess Construction Allowance towards the cost of Tenant’s installation of telephone and data networks, and cabling, furniture, fixtures and equipment, other specialty trade fixtures including security, and other move related costs, and the costs of the Signs. If Tenant fails timely (i) Sublandlordto make its election regarding utilization of the Additional Construction Allowance or (ii) to execute and return the required Lease amendment, then Landlord shall automatically be released from its obligation to contribute the Additional Construction Allowance. Following Landlord’s receipt payment in full of Subtenant’s Certificate of Occupancy for the PremisesConstruction Allowance (including the Additional Construction Allowance, if applicable), Tenant shall bear the remaining Total Construction Costs; (iiany liens that may arise thereafter from the TI Work shall be governed by Section 7(d) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; Lease. The Construction Allowance must be used (iii) Sublandlordthat is, Tenant’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed Work must be fully complete and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction AllowanceAllowance disbursed) within six months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design time being of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance essence with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 37.50 per rentable square foot in the Suite 800 Premises (the “Suite 800 Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work. The Suite 800 Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord of the Suite 800 Construction Allowance and the Total Construction Costs and provided no default under the Lease then exists and no Event of Default has occurred, Tenant may use a portion (not to exceed $2.50 per rentable square foot in the Suite 800 Premises) of any excess Suite 800 Construction Allowance towards the cost of Tenant’s installation of telephone and data networks and other moving costs (collectively, the “Moving Costs”) with respect to the Subleased Suite 800 Premises. Landlord will reimburse Tenant for the Moving Costs (subject to the cap described above) within 30 business days after receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. Should Tenant timely exercise its expansion option with respect to the Suite 900 Premises as provided the same are (A) constructed substantially in accordance with the Approved Space PlansSection 12 of this Amendment, and (B) completed on or before December 31, 2012, except that no portion Tenant shall be permitted to apply leftover portions of the Suite 800 Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If towards the cost of the Subtenant Improvements exceeds work to be performed to the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty Suite 900 Premises (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related construction allowance provided with respect to the design Suite 900 Premises), in which case the construction allowance with respect to the Suite 900 Premises and any leftover portions of the Tenant ImprovementsSuite 800 Construction Allowance must be used (that is, including the preparation work in the Suite 900 Premises must be fully complete and both the construction allowance for the Suite 900 Premises and any leftover portions of the Approved Space PlanSuite 800 Construction Allowance disbursed) within nine months following the Suite 900 Effective Date, or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. Should Tenant fail to timely exercise its expansion option with respect to the Suite 900 Premises as provided in Section 12 of this Amendment, the Suite 800 Construction Allowance must be used (that is, the Work must be fully complete and in the event Subtenant does not construct Tenant Improvements in substantial accordance Suite 800 Construction Allowance disbursed) by December 1, 2016, or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsessence with respect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 7.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work 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 Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty twelve (3012) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 10,144,936.00 (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the Subtenant Improvements following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the Subleased Premises provided last application for payment only) any punch-list items, on the same are appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, and (3) delivery of the architectural “as-built” plan for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Incumbrancer may reasonably request) (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Xxxxxx’s submission of the Completed Application for Payment. During such time that the Total Construction Costs (as set forth in Tenant’s construction contract, a copy of which shall be delivered to Landlord upon request) exceed the amount of the Construction Allowance, disbursements shall be made in an amount equal to the product of (x) .50 multiplied by (y) the lesser of: (A) constructed substantially in accordance with the Approved Space Plansamount requested, and or (B) completed on the amount actually payable to, as applicable, the contractor or before December 31subcontractor(s), 2012in each case including any applicable ten percent (10%) retainage. Once any excess between the Total Construction Costs and the amount of the Construction Allowance has been fully funded by Tenant, except disbursements shall be made in the amount requested by Tenant, excluding any ten percent (10%) retainage, until all conditions to final disbursement are satisfied. Tenant shall fund the remainder in each instance. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction 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 Work 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, (C) the conditions to the advance of the Construction Allowance are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within twelve (12) months following the Upper Premises Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. Tenant shall not be entitled to receive, as a credit against Rent or otherwise, any unused portion of the Construction Allowance Allowance. In no event shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion be used for any Tenant furniture, fixtures or equipment or any communications or data cabling, all of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount which shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlordat Tenant’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costssole cost.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance (the "CONSTRUCTION ALLOWANCE") equal to the terms lesser of (a) the sum of (i) $25.00 per rentable square foot in the Premises, and provisions hereof(ii) at Tenant's option, Sublandlord agrees an additional $5.00 per rentable square foot in the Premises, provided that any such additional allowance under this clause (ii) shall be repaid by Tenant to contribute Landlord in equal monthly installments of principal and interest amortized over the initial Term of this Lease at an amount interest rate of ten and one-half percent (10.5%) per annum, such option to be exercised prior to commencement of the Work, if at all, or (b) the sum of (i) the Total Construction Costs, as adjusted for any approved changes to the Work, and (ii) Other Costs; however, if Tenant or its agent is managing the performance of the Work, then Tenant shall not become entitled to exceed Fifty-Five Thousand Seven Hundred Eighty-Six full credit for the Construction Allowance until the Work has been Substantially Completed and 09/100 Dollars Tenant has caused to be delivered to Landlord ($55,786.091) (the “Construction Allowance”) toward all invoices from contractors, subcontractors, and suppliers evidencing the cost of performing the Subtenant Improvements Work, together with lien waivers from such parties, and a consent of the surety to the Subleased Premises provided finished Work (if applicable) and (2) a certificate of occupancy from the same are appropriate governmental authority, if applicable to the Work, or evidence of governmental inspection and approval of the Work. Notwithstanding anything contained herein to the contrary, Landlord agrees (A) constructed substantially in accordance with the Approved Space Plansto pay to Tenant upon execution of this Lease, and (B) completed on or before December 31, 2012, except that no a portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31equal to $1.00 per rentable square foot in the Premises; (B) at Tenant's option, 2012, then Sublandlord shall have no obligation to pay all or any Tenant may apply a portion of the Construction Allowance to Subtenant relative costs and expenses incurred by Tenant in relocating to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; space planning, design costs, and project management costs (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of collectively, the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements"OTHER COSTS"); and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition (C) to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord extent the sum of Eight Thousand Five Hundred EightyTotal Construction Costs and Other Costs is less than $25.00 per rentable square foot in the Premises, Landlord shall pay to Tenant in cash a sum equal to seventy-Nine Dollars five percent ($8,589.0075%) to reimburse Sublandlord for of such costsunused Construction Allowance.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees Tenant a construction allowance equal to contribute an amount not to exceed Fifty-Seventy Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.0975.00) per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansWork. The Construction Allowance shall first be available to Tenant January 1, and (B) completed on or before December 31, 2012, except that no portion 2013. No advance of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount (if any) by which the Total Construction Costs are not completed on or before December 31, 2012, then Sublandlord shall have no obligation estimated to pay all or any portion exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay directly to Tenant’s general contractor the Construction Allowance to Subtenant relative in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment with sworn statements of owner (tenant) and contractor, (b) final or partial lien waivers, as the case may be (which with respect to the portion of Subtenant Improvements not completed by such date. If payment being made may be conditional as to the cost amount of the Subtenant Improvements exceeds current payment requested, but shall in any event be unconditional releases as to prior amounts), from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect’s certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance, (w) “as built” drawings in both paper and AutoCad format; (x) the permanent certificate of occupancy issued for the Premises, (y) Tenant’s occupancy of the Premises, and (z) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant’s submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until thirty (i30) Sublandlorddays following Landlord’s receipt of Subtenantthe Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Premises or Tenant’s Certificate interest therein by reason of Occupancy 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, if applicable; (ii3) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion the conditions to the advance of the Subtenant Improvements in substantial accordance with the Approved Space Plans; Construction Allowance are not satisfied, or (iii4) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for a Default by Tenant exists. The Construction Allowance must be used (i.e., work performed and materials used in completing invoices submitted to Landlord) within twelve (12) months following the Subtenant Improvements; and Sublandlord’s receipt Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. No portion of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsAllowance may be used as rent credit.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars $7.00 per rentable square foot in the Premises (equal to $55,786.09602,199.00) (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Total Construction Costs. No advance of the Construction Allowance shall be applied toward Subtenant’s personal propertymade by Landlord until Tenant has first paid to the contractor from its own funds the estimated amount by which the projected Total Construction Costs will exceed the amount of the Construction Allowance (if any) plus the amount for which Tenant is then seeking reimbursement. If Landlord shall pay to Tenant the Construction Allowance following completion of the Work and the receipt by Landlord of the following items: (a) a request for payment and sworn statements of owner (tenant) and general contractor with respect to the work for which reimbursement is being sought (sample forms of sworn owner and sworn contractor statements are attached hereto as Exhibits A-1 and A-2, respectively), (b) final lien waivers, from Tenant's General Contractor and all other persons performing work or supplying or fabricating materials for the Work in excess of $25,000, fully executed, acknowledged and in recordable form, (c) if applicable, the Architect's certification that the Work for which reimbursement has been requested has been finally completed, (d) the permanent certificate of occupancy issued for the Premises (if one is issued and required), and (e) if drawings were prepared, the record drawing in Autocad format, PDF format and hard copy required by Section 5 above (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant's submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until 30 days following Landlord's receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) 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, (3) the conditions to the advance of the Construction Allowance are not completed on satisfied, or before December 31(4) Tenant is in default under the Lease beyond any applicable notice and cure period. Notwithstanding anything to the contrary contained herein, 2012so long as Tenant is not in default beyond any applicable notice and cure periods, then Sublandlord shall have no obligation provided Tenant has performed the restroom renovation work required by Section 2(c) of this workletter exhibit, Tenant, upon notice given to pay all or Landlord at any time from and after the one year anniversary of the Renewal Commencement Date, may apply any unused portion of the Construction Allowance to Subtenant relative which Tenant is otherwise entitled to the portion payment of Subtenant Improvements not completed by such dateensuing monthly installments of Fixed Minimum Rent under the Lease until fully applied. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount there shall be borne solely by Subtenant. Sublandlord a default existing under the Lease at the time Tenant makes application for payment under this Work Letter, Landlord shall pay advise Tenant and if Tenant shall cure the Construction Allowance same, Tenant shall have the right to Subtenant within thirty (30) days following the later reapply to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy Landlord for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the payments due Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsunder this Work Letter.

Construction Allowance. Subject Landlord shall provide to Tenant a construction allowance not to exceed $15.00 per rentable square foot in the Premises (the “Initial Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the terms and provisions hereofWork. If the Total Construction Costs exceed the Initial Allowance, Sublandlord Landlord agrees to contribute advance on behalf of Tenant, following Tenant’s written request, an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six $5.00 per rentable square foot in the Premises as an “Additional Allowance”, which Additional Allowance, with interest thereon at eight percent (8%) per annum, shall be repaid by Tenant as Monthly Amortization Rent, pursuant to the provisions of Section 4(a) of the Lease. The Initial Allowance and 09/100 Dollars ($55,786.09) (the Additional Allowance are hereinafter referred to as the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion . No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises to the extent reasonably applicable to the Work, (2) Tenant’s occupancy of the Premises for the conduct of its business, (3) delivery of the architectural “as-built” plan for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below) to the extent reasonably applicable to the Work, and (4) an estoppel certificate as described in Section 25(e) of the Lease confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work 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 Complex or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, or claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty (30) days six months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Subtenant shall be entitled to receive a construction allowance for Subtenant’s build out of the terms Subleased Premises in the amount of Three Hundred Sixty Nine Thousand Five Hundred Seventy Five and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 00/100 Dollars ($55,786.09369,575.00) (the “Construction "Allowance”"). The Allowance shall be used for the "hard" construction costs of labor and materials actually incurred by Subtenant for construction of permanent improvements to prepare the Subleased Premises for Subtenant's initial occupancy ("Subtenant's Work"). Notwithstanding the forgoing to the contrary, Subtenant may utilize up to fifteen percent (15%) toward of the Allowance towards soft costs, including architectural, engineering and filing fees associated with Subtenant’s initial build-out. Upon completion of Subtenant's Work, as evidenced by a certificate from Subtenant's architect to such effect delivered to Sublandlord, Subtenant shall submit to Sublandlord a written request for payment of the Allowance. During the performance of Subtenant’s Work, Subtenant may submit draw requests (each a "Draw Request") at any time (but not more frequently than monthly) for the disbursement of the lesser of (A) 90% of the cost of the Subtenant Improvements to applicable portion of Subtenant’s Work or (B) 90% of the Subleased Premises provided portion of the same are total cost of Subtenant’s Work represented by such portion of Subtenant’s Work. Each Draw Request shall be in writing and shall be accompanied by (Ai) constructed substantially paid invoices for the applicable portion of Subtenant’s Work, (ii) a certificate signed by Subtenant’s architect certifying that such portion of Subtenant’s Work has been satisfactorily completed in accordance with the Approved Space Plansfinal plans therefor approved by Landlord and Sublandlord, and (Biii) completed on lien waivers or before December 31, 2012, except that no releases from all contractors and subcontractors who have performed such portion of Subtenant’s Work with respect to all claims against Landlord and Sublandlord arising out of such portion of Subtenant’s Work. Upon completion of Subtenant's Work, Subtenant shall submit to Sublandlord a written request for payment of (x) the Construction balance of the Allowance or (y) the balance of the amount actually expended by Subtenant for Subtenant's Work, whichever is the lesser, but subject to the limitation on "soft costs" set forth above. Such request shall be applied toward accompanied by (i) all paid invoices for Subtenant’s personal property's Work not yet provided to Sublandlord, (ii) a certificate signed by Subtenant's architect certifying that Subtenant's Work has been satisfactorily completed in accordance with the final plans therefor approved by Landlord and Sublandlord, (iii) copies of all Buildings Department sign-offs and inspection certificates and all other permits required to be issued by public authorities or governmental entities or insurance boards having jurisdiction over Subtenant's Work, and (iv) final lien waivers or releases from all contractors and subcontractors who have performed any of Subtenant's Work (to the extent not previously provided to Sublandlord) with respect to all claims against Landlord and Sublandlord arising out of such Subtenant's Work. Within twenty (20) days after receipt of each Draw Request from Subtenant and supporting documentation, Sublandlord shall pay the amount due pursuant to this Paragraph 13(d). If any Sublandlord fails to disburse to Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to which Subtenant relative to the portion is entitled (and which is not then in dispute), then Subtenant may give Sublandlord notice of Subtenant Improvements not completed by such datefailure which notice shall state in bold that IF SUBLANDLORD SHALL CONTINUE TO FAIL TO MAKE DISBURSEMENTS OF THE ALLOWANCE FOR TEN (10) BUSINESS DAYS AFTER THE DATE OF SUBLANDLORD’S RECEIPT OF NOTICE, THEN SUBTENANT SHALL HAVE THE RIGHT TO DEDUCT OR RECOUP THE SUM OWED FROM, OR OFFSET OR NET THE SUMS OWED AGAINST, THE FIXED RENT AND ADDITIONAL RENT NEXT BECOMING DUE UNDER THE SUBLEASE. If the cost of the Subtenant Improvements exceeds the Construction Allowance, Should such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty failure continue for more than ten (3010) business days following the later to occur of (i) after Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowancesuch notice, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related shall have the right to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on deduct or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord recoup the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsowed from, or offset or net the sums owed against, the Fixed Rent and Additional Rent next becoming due under the Sublease.

Construction Allowance. Subject Landlord will provide a construction allowance equal to the terms and provisions hereofproduct of (i) $34.50, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars multiplied by (ii) the number of rentable square feet in the Current Premises plus the number of rentable square feet in the Seventh Expansion Space, which is $55,786.09) 881,647.50 (the “Construction Allowance”) ), toward the cost of constructing the Subtenant Improvements Landlord Work. Payments shall be made directly to Landlord’s contractor performing the Landlord Work. The cost of (a) all space planning, design, consulting or review services and construction drawings related to the Subleased Landlord Work, (b) extension of electrical wiring from Landlord’s designated location(s) to the Premises, (c) purchasing and installing all building equipment for the Premises provided the same are (Aincluding any submeters and other above building standard electrical equipment approved by CPS), (d) constructed substantially required metering, re-circuiting or re-wiring for metering, equipment rental, engineering design services, consulting services, studies, and construction services, (e) materials and labor incurred in accordance connection with the Approved Space Plansperformance of the Landlord Work, and (Bf) completed on an asbestos survey of the Premises if required by applicable Law, shall all be included in the cost of the Landlord Work and may be paid out of the Construction Allowance, to the extent sufficient funds are available for such purpose. In addition, Tenant’s costs for (i) moving, staging, and temporary requirements associated with Tenant’s improvements, (ii) communications and data cabling (in the Premises and in the Swing Space), (iii) security, (iv) consulting and management services, (v) Tenant’s legal fees in negotiating this Eleventh Modification, and (vi) purchasing and installing workstations, furniture, fixtures and other equipment for the Premises, may be paid out of the Construction Allowance to the extent sufficient funds are available, by reimbursement to Tenant for such actual third party costs within 30 days after receipt of an invoice therefore; provided, however, if Tenant so requests, Landlord shall pay such amounts directly to Tenant’s vendors within 30 days after Tenant has provided Landlord an invoice addressed to Landlord from such vendor together with evidence of Tenant’s approval thereof and other necessary documentation to reasonably establish the amount owed to such vendor. Costs to Tenant or before December 31applied to the Construction Allowance shall exclude, 2012(a) bonding, except (b) work or change orders not approved in advance by Tenant and (c) overtime or accelerated work schedules that no are not approved in advance by Tenant. Tenant acknowledges that an asbestos survey will probably be required by applicable Law and that the time required for such asbestos surveys should be incorporated in Tenant’s construction planning. In addition, and provided that there are sufficient funds available in the Construction Allowance after completion of the Landlord Work as provided herein, Tenant may utilize the remaining portion of the Construction Allowance toward a credit against Basic Rental (the “Rent Credit”). The Rent Credit will be credited to the next rent becoming due under the Lease. Subject to the foregoing regarding the Rent Credit (which right to utilize the Rent Credit shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31extend beyond the end of the twelfth (12th) month following the Effective Date of this Eleventh Modification), 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance made available to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost Tenant under this Work Letter must be utilized for its intended purpose within twelve (12) months of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion Effective Date of the Subtenant Improvements in substantial accordance Eleventh Modification or be forfeited with no further obligation on the Approved Space Plans; (iii) Sublandlord’s receipt part of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant ImprovementsLandlord. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.The Crescent®/Westwood Management Corp.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 500,000.00 (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansTenant Improvement, and (B) completed on or before December 31toward other items as provided below; provided, 2012, except that no portion only $100,000.00 of the Construction Allowance shall be available to Tenant from the Effective Date through Lease Month 12; thereafter, the remainder the of Construction Allowance shall be made available to Tenant. No advance of the Construction Allowance shall be made by Landlord until Xxxxxx has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated Excess Amount. Thereafter, Landlord shall pay to Tenant the Construction Allowance, to be applied solely toward Subtenantthe remaining Total Construction Costs and not in reimbursement of the Excess Amount paid by Xxxxxx, in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final, unconditional or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Improvements, fully executed, acknowledged and in recordable form, (c) copies of all invoices and proof of payment of same, and (d) the architect’s personal propertycertification that the Tenant Improvements for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the “as‑built” plans for the Tenant Improvements as constructed (and as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Xxxxxx’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Xxxxxxxx’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance 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 Project or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an event of default by Tenant exists. The Construction Allowance must be used (that is, the Tenant Improvements must be fully complete and the Construction Allowance disbursed) within thirty twenty-four (3024) days months following the later to occur Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying essence with respect thereto. After the final completion of the Subtenant Tenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt and a reconciliation by Landlord of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction AllowanceAllowance and the Total Construction Costs, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related Tenant may apply up to the design $400,000.00 of the Tenant Improvements, including the preparation of the Approved Space Plan, Construction Allowance against Base Rent and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsAdditional Rent coming due after Lease Month 13.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 200,000.00 (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. Payment of the Construction Allowance shall be applied toward Subtenantas follows: No more frequently than once per month, Landlord shall make payments to Tenant for the work performed at the Premises during the previous month. Each of Landlord’s personal propertyprogress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant or for which payment by Tenant is due (as certified by Tenant’s independent architect (Such architect approved by Landlord) to Tenant’s contractors, subcontractors and material suppliers which have not been subject to previous disbursements from the Construction Allowance (provided that ten percent (10%) retainage shall be withheld from all but the final payment). If Such progress payments shall be made within five (5) business days next following the delivery to Landlord of requisitions therefor, signed by Tenant, which requisitions shall set forth the names of each contractor, subcontractor and material supplier to whom payment is due, and the amount thereof, and shall be accompanied by (A) a conditional waiver and release of lien upon progress payment in the form reasonably acceptable to Landlord from Tenant’s general contractor, and (B) a written certification from Tenant’s Architect that the work for which payment is being requested has been completed substantially in accordance with plans previously approved by Landlord. Notwithstanding anything to the contrary set forth herein, if Tenant does not pay any Subtenant Improvements are not completed on contractor or before December 31supplier as required by this provision, 2012, then Sublandlord Landlord shall have no obligation the right, but not the obligation, to promptly pay to such contractor or supplier all or any portion sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to Tenant an invoice therefor. The final payment of the Construction Allowance to Subtenant relative to (and the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction AllowanceAdditional Allowance described below, such excess amount if applicable) shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance payable to Subtenant within thirty (30) days following the later to occur of Tenant only upon: (i) Sublandlordcompletion of all Work to Landlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicablesatisfaction; (ii) SublandlordTenant’s receipt delivery to Landlord of a certificate from Subtenant’s licensed contractor certifying completion true copy of the Subtenant Improvements in substantial accordance with the Approved Space Plansits Certificate of Occupancy (or similar governmental occupancy permit); (iii) SublandlordLandlord’s receipt of documentary evidence reasonably satisfactory satisfaction that all bills have been paid to Sublandlord of all of SubtenantTenant’s expenditures for work performed contractors, subcontractors and materials used in completing the Subtenant Improvementsprofessionals (including without limitation final lien waivers); and Sublandlord(iv) Tenant’s receipt commencement of final, unconditional lien releases business in form the Premises. The Construction Allowance (and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Additional Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to if requested within the design of time period set forth below) must be used within three (3) years following the Tenant Improvements, including Commencing Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto The Construction Allowance must be used within twelve (12) months following the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance Commencing Date or shall be deemed forfeited with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsno further obligation by Landlord with respect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Tenant a construction allowance of Seventy Dollars ($55,786.0970.00) per rentable square foot in the Building 1 Premises (the “"Construction Allowance”") to be applied toward the Total Construction Costs, adjusted as provided herein for any changes to the Work. The Construction Allowance shall not be disbursed to Tenant in cash, but shall be disbursed by Landlord to pay the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance Work is actually incurred. Landlord shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant disburse within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion disbursement request (which requests shall not be made more frequently than once per calendar month), and if such request and all applicable supporting material is made by the fifth (5th) day of a calendar month, Landlord shall endeavor to make the applicable disbursement prior to the end of such calendar month. No less than eighty percent (80%) of the Subtenant Improvements Construction Allowance must be applied toward the expenses (both hard and soft costs) incurred by Tenant for the construction of improvements to the interior of Tenant's leased Premises. Provided Landlord has completed the Work, if, at first anniversary of the date of this Lease, the entire Construction Allowance has not been used as set forth in substantial accordance with this Section, the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory remaining amount automatically shall be applied by Landlord to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant ImprovementsTenant's then-current Rent obligations. In addition addition, Landlord shall provide to Tenant a design layout allowance not to exceed Ten Cents ($0.10) per rentable square foot in the Construction Building 1 Premises (and not the Building 2 Premises) (the "Design Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft ") to be applied toward the costs of designing a layout for two (2) floors (one (1) typical floor plan layout and expenses related to the design one (1) specialty or executive layout» of the Building 1 Premises. Tenant Improvements, including the preparation may begin drawing funds up to an aggregate amount of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Four Dollars ($8,589.004.00) per rentable square foot in the Building 1 Premises from the Construction Allowance following the date of this Lease to reimburse Sublandlord pay for costs incurred by Tenant for space planning, design and legal services. Tenant shall furnish a written requisition for any portion of the Construction Allowance that is to be applied toward such costsexpenses, which requisition shall be accompanied by appropriate invoices and such other documentation as may reasonably be requested by Landlord.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars $20.00 per square foot in the Premises (i.e., $55,786.091,293,860) (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment and sworn statements of owner and contractor, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (i) the permanent certificate of occupancy issued for the Premises, (ii) Tenant’s occupancy of the Premises, (iii) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (iv) an estoppel certificate confirming such factual matters as Landlord may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements disbursement of the Construction Allowance during the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (2) 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, (3) the conditions to the advance of the Construction Allowance are not completed on satisfied, or before December 31, 2012, then Sublandlord (4) Tenant is in default (after expiration of any notice and cure period) under the Lease. The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) within 12 months following the Commencement Date or shall have be deemed forfeited with no further obligation to pay all or any by Landlord with respect thereto. No portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall may be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsas rent credit.

Construction Allowance. Subject Subtenant agrees to accept the Sublease Premises in "as is" condition, "with all faults". Sublandlord and Subtenant acknowledge that Subtenant is currently occupying the Sublease Premises pursuant to a lease between Subtenant and Landlord set to expire September 30, 2000. Subtenant shall be responsible for the installation and cost of any and all improvements, alterations or other work (the " Subtenant Improvements") required in order to accommodate Subtenant's use of the Subleased Premises or required on or to the terms Sublease Premises by the Americans With Disabilities Act of 1990 or any other applicable law, rule or regulation as a result of Subtenant's use of the Sublease Premises. Subtenant shall directly employ the general contractor and provisions hereofshall oversee the construction of the Subtenant Improvements. Prior to the commencement of construction of the Subtenant Improvements, Subtenant shall secure the written approval of the plans for the Subtenant Improvements from both Landlord and Sublandlord, which consent shall not be unreasonably withheld or delayed by either Landlord or Sublandlord. All construction work, including the selection of the space planner, general contractor and subcontractors, shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld or delayed. Subtenant shall make or install no other improvements, alterations or work on or to the Sublease Premises or on or to the property and/or Building of which the Sublease Premises are a part without the prior written consent of Sublandlord agrees to contribute an amount not to exceed Fifty-Five and Landlord, which consent may be withheld by either Landlord or Sublandlord in the reasonable discretion of Landlord or Sublandlord; provided, however, that Subtenant may make any nonstructural improvement costing less than Fifty Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.0950,000.00) and no consent shall be required, but Subtenant shall give Sublandlord and Landlord at least twenty (20) days prior written notice of Subtenant's intention to make any such improvement, which notice shall include a reasonable description of the improvement, including marked floor plans where appropriate. Sublandlord shall provide Subtenant with a tenant improvement allowance (the “Construction Tenant Improvement Allowance”") toward to a maximum of $83,508.00 as a contribution towards the cost costs incurred by Subtenant in the completion of the build out of the Sublease Premises. Subtenant Improvements shall be entitled to apply the Subleased Premises provided the same are (A) constructed substantially Tenant Improvement Allowance toward reimbursement of its architectural fees, engineering and design fees, demolition costs, city permits and construction costs. The Tenant Improvement Allowance shall be disbursed by Sublandlord to Subtenant in accordance with the Approved Space Plansterms and schedule set forth on the Work Letter attached as Exhibit B to the First Amendment to Lease between Landlord and Sublandlord dated July 30, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property1999. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation not be allowed to pay all charge Subtenant for profit, overhead expenses, supervisory expenses, plan review fees or any portion of similar charge in connection with the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost construction of the Subtenant Improvements exceeds the Construction AllowanceImprovements, such excess amount nor shall Subtenant be borne solely charged by Landlord for parking, elevator use, or staging areas required by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy 's contractor or subcontractors for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.

Construction Allowance. Subject to the terms and provisions hereofof this Lease, Sublandlord agrees Landlord hereby commits to contribute an amount not expend the funds necessary to exceed Fifty-Five Thousand Seven Hundred Eighty-Six acquire the Land and 09/100 Dollars ($55,786.09) develop and construct the Building Improvements (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the ). The Construction Allowance shall be applied toward Subtenantonly to the costs and expenses of (a) Tenant’s personal property. If any Subtenant Improvements are not completed acquisition of the Land from Techbilt Construction Corp (“Techbilt”) and the acquisition of the Land by Landlord from Tenant, including all closing costs and expenses thereof, (b) reimbursements to Tenant for the costs specified on Exhibit I attached hereto (such reimbursement to be made on or before December 31the Effective Date), 2012(c) construction, then Sublandlord shall have no obligation (d) space planning, architectural services, project management, engineering and other related services, (e) building permits and other taxes, fees, charges and levies by any Governmental Authority for the Entitlements or for inspections of the Building Improvements, (f) labor, material, buildings, building systems, equipment, fixtures, machinery, additions and decorations (g) all Real Estate Taxes assessed or imposed for the period prior to pay the Term Commencement Date, (h) all Association Fees assessed or imposed for the period prior to the Term Commencement Date, (i) all utilities and other out-of-pocket operating costs necessary for development and construction, or for operation of the Premises prior to the Term Commencement Date, (j) Landlord’s builder’s risk insurance policy and any portion deductibles thereunder or deficiencies necessary to be paid in order to reconstruct the Building Improvements following any damage or destruction that occurs prior to the Term Commencement Date, (k) any other insurance obtained by Landlord pursuant to the terms of this Lease prior to the Term Commencement Date, (l) all other out-of-pocket costs of operating, maintaining and repairing the Premises before the Term Commencement Date; (m) proposing, responding to proposals for or effecting changes or modifications to any plans or designs for the Building Improvements; (n) the costs of performing the Baseline Study under Section 7.1.3; (o) amounts paid to the architects, engineers or contractors to compensate them for the actual cost to obtain access to or use of intellectual property (such as software), if any, that is necessary or desirable for the design or construction of the Building Improvements; and (p) any other costs and expenses necessary for the acquisition, development and construction of the Premises as determined by Landlord in its reasonable discretion (collectively, the “Construction Allowance Costs”). By way of example and for clarity purposes only, Landlord may disburse the Construction Allowance to Subtenant relative to pay for the portion expenses set forth in the line items specified in the Budget. In no event shall the Construction Allowance be used for (v) the costs set forth on Exhibit E attached hereto (except for the out-of-pocket legal expenses reasonably incurred in connection with Landlord’s acquisition of Subtenant Improvements not completed by such date. If the Land, the negotiation of the Lease or Landlord’s Construction Work), (w) the cost of work not authorized by the Subtenant Improvements exceeds Work Letter unless otherwise approved in writing by Landlord, (x) the purchase of non-building system equipment (other than any non-building system equipment specifically included in the Budget or installed by Landlord as part of the Landlord’s Construction AllowanceWork), (y) costs resulting from any default by Tenant of its obligations under this Lease, to the extent that Landlord has been reimbursed for such excess amount costs by Tenant, or (z) costs that are recoverable from a third party (e.g., insurers, warrantors, or tortfeasors). For purposes of this Lease, any Construction Allowance funds delivered by Landlord to pay any Construction Allowance Costs shall be borne solely deemed to constitute “Disbursements”, and “Aggregate Disbursements” will mean (i) the aggregate amount of Construction Allowance funds disbursed by Subtenant. Sublandlord shall pay Landlord for the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the PremisesCosts, if applicable; plus (ii) Sublandlord’s receipt capitalized interest calculated on each such Disbursement based on the aggregate amount of a certificate from Subtenant’s licensed contractor certifying completion Construction Allowance funds disbursed (including, without limitation, any previously incurred capitalized interest) at the rate of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory LIBOR plus [***]% per annum, such interest to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.compound

Construction Allowance. Subject to Upon the completion of Tenant’s Front Facade Work, provided Tenant is not in default of the terms and provisions hereofof this Lease, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially has completed such Front Facade Work in accordance with the Approved Space Plansapplicable building and zoning codes, ordinances, rules and regulations, and the plans and specifications approved by Landlord, and has delivered to Landlord a complete release and waivers of lien executed by all contractors, and if requested by Landlord, releases and waivers of Xxx executed by every subcontractor supplying labor and/or materials in excess of Ten Thousand Dollars (B$10,000.00) completed on or before December 31for Tenant’s Work, 2012Landlord shall, except that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later thereafter, pay to occur of (i) SublandlordTenant, as Landlord’s receipt of Subtenantcontribution to Tenant’s Certificate of Occupancy for the PremisesWork, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Two Hundred Fifty Thousand Five Hundred Eighty-Nine and 00/100 Dollars ($8,589.00250,000.00) (hereinafter referred to reimburse Sublandlord as the “Construction Allowance”). The provisions of this Paragraph 5 shall operate as and be deemed to be a condition precedent to Tenant’s right to receive and be paid its Construction Allowance. Tenant agrees that no part or portion of said Construction Allowance shall vest in Tenant, nor shall Tenant see, assign, encumber or create a security interest in such Construction Allowance prior to full and complete compliance with all of the provisions of this Paragraph 5. Any funds designated in this Lease as a Construction Allowance either by way of a cash payment, rent reduction, rent credit, rent abatement or the like shall be paid by Landlord to Tenant as set forth in this Lease, and shall be used exclusively for such coststhe purpose of the construction of Tenant’s Work. In accordance with Section 110 of the internal Revenue Code of 1986, as amended, (the “Code”) and regulations thereunder, the Construction Allowance provided herein is for the purpose of constructing or improving qualified long-term real property (within the meaning of Section 110 of the Code) for use in the Tenant’s trade or business at the Premises.

Construction Allowance. Subject to Landlord and Tenant hereby agree that Landlord shall provide Tenant with an allowance in the terms amount of Seven and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 No/100 Dollars ($55,786.097.00) per rentable square foot of the Premises and Thirty Four and No/100 Dollars ($34.00) per rentable square foot of Expansion Area - Suite 300 (collectively, the “Construction Allowance”), to be applied to, among other things, (i) toward the cost of the Subtenant Improvements to design and construction of the Subleased Premises provided Expansion Work, (ii) management fees, (iii) the same are (A) constructed substantially in accordance with cost of the Approved Space Plans, (iv) the cost of the Expansion Working Drawings and (Bv) completed on or before December 31the costs associated with updating the lobby of Expansion Area - Suite 300 (the “Lobby”), 2012which costs shall include, except that no but not be limited to, re-painting and re-carpeting the Lobby. Notwithstanding the immediately preceding sentence, a portion of the Construction Allowance up to but not exceeding the amount of Five and No/100 Dollars ($5.00) per rentable square foot may be used by Tenant for the costs of networking, furniture installation and soft costs or toward the payment of Base Rent due. An amount not to exceed available funds from the Construction Allowance shall be applied toward Subtenant’s personal property. If paid directly and timely by Landlord to the Project Manager, contractors and/or sub-contractors, as applicable, but in any Subtenant Improvements are not completed event, Landlord shall make at least one (1) payment per month to the contractors and/or sub-contractors, as applicable, and such payment shall be made on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion the thirtieth (30th) calendar day following Landlord’s receipt of the Construction Allowance to Subtenant relative to the portion such expenses. All costs and expenses in excess of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount which have been approved in advance by Tenant in Tenant’s sole discretion, shall be borne solely paid for by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant Tenant within thirty (30) days of Tenant’s approval of such excess costs and expenses. The Construction Allowance shall be interchangeable between the Premises and the Expansion Premises – Suite 300. Tenant shall be permitted to utilize the Construction Allowance for reimbursement of Tenant’s out of pocket costs on previous tenant improvement projects in the Premises. Upon execution of this Amendment, Tenant shall submit appropriate documentation for said reimbursement to Landlord, and such reimbursement shall be made by Landlord to Tenant on or before the fifteenth (15th) calendar following Landlord’s receipt of such documentation. Landlord or its affiliate shall cooperate and work closely with the later Project Manager to occur of (i) Sublandlord’s receipt supervise the Expansion Work on behalf of Subtenant’s Certificate of Occupancy for the PremisesLandlord, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of make disbursements required to be made to the Subtenant Improvements in substantial accordance with the Approved Space Plans; contractor, (iii) Sublandlordact as a liaison between the contractor and Tenant and (iv) coordinate the relationship between the Expansion Work, the Building, and the Building’s receipt of documentary evidence reasonably satisfactory systems. The parties hereto agree that there will be no construction supervision fee payable to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Landlord or entities providing labor and/or materials CBRE by Tenant in connection with the Subtenant ImprovementsExpansion Work. Any alteration (included but not limited to creating a multi tenant corridor) on the third (3rd) floor of the Building to convert the third floor from a single to multi tenant floor, if applicable, shall be paid for by the Construction Allowance. In event Tenant does not utilize the services of the Project Manager and elects to manage the Expansion Work itself, Landlord or its agent shall be paid a supervision or overhead fee for its role in reviewing and approving the design and construction of the Expansion Work in the amount of one percent (1%) of the Construction Allowance for the Expansion Premises – Suite 300. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related (i) Landlord agrees to the design pay up to $.15 per rentable square foot of the Expansion Premises – Suite 300 to Tenant’s architect for a preliminary test fit which shall not be deducted from the Construction Allowance and (ii) Landlord shall provide Tenant Improvements, including the preparation of the Approved Space Plan, and with a moving allowance in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans amount of Two and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine No/100 Dollars ($8,589.002.00) to reimburse Sublandlord for such costsper rentable square foot of the Expansion Premises – Suite 300.

Construction Allowance. Subject to the terms and provisions hereof, Sublandlord Xxxxxxxx agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) (the “Construction Allowance”) toward the cost that in consideration of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially Xxxxxx's completing Tenant's construction work in accordance with the Approved Space Plansrequirements of this Lease, Landlord will make a contribution to Tenant in the amount of the lesser of i) $450,000.00; or ii) the cost of Tenant's leasehold improvements but exclusive of the cost of plans, signage, equipment, furniture, moveable trade fixtures and (B) completed on or before December 31, 2012, except that no portion other personal property. Payment of the Construction Allowance shall be applied toward Subtenant’s personal propertythrough a disbursing agent as approved by Xxxxxxxx's bank. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord Tenant shall have no obligation be required to pay all or any portion comply with the requirements of the disbursing agent pursuant to a contract entered into by Xxxxxx and the disbursing agent. A copy of the Disbursing Agreement (titled Construction Allowance Escrow Agreement) approved by all parties is attached to Subtenant relative this Lease and will be executed by all parties prior to the portion commencement of Subtenant Improvements not completed by such dateconstruction. If In the cost event the amount of the Subtenant Improvements exceeds construction contract is in excess of $450,000, Tenant shall deposit with the Construction Allowance, such excess disbursing agent the amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance difference before Landlord is required to deposit any funds with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory disbursing agent. Tenant's deposit need not be made in one lump sum in advance. Partial deposits may be made in a timely manner so that money is available for payment to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection contractors when due. Tenant shall also promptly deposit with the Subtenant Improvements. In addition disbursing agent the amount of any change orders to the Construction Allowanceextent the construction contract is in excess of $450,000. LANDLORD TENANT BACHELOR FOODS, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs INC. PANERA, INC. By: By: ---------------------------- ------------------------------ Xxxx X. Bachelor Xxxxxxx X. Xxxxxxx President Senior Vice President and expenses related By:____________________________ Xxxxxxx X. Xxxxxxx Assistant Secretary EXHIBIT 2.2 NOTICE OF BORROWING ____________________, 20____ SunTrust Bank --------------------------------- Nashville, TN _____________ Attention: Dear Sirs: Reference is made to the design Revolving Credit Agreement dated as of December ____, 2000 (as amended and in effect on the Tenant Improvementsdate hereof, including the preparation "Credit Agreement"), between the undersigned, as Borrower and SunTrust Bank, as Lender. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Notice of Borrowing, and the Approved Space PlanBorrower hereby requests a Loan under the Credit Agreement, and in that connection the event Subtenant does not construct Tenant Improvements in substantial accordance Borrower specifies the following information with respect to the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.Revolving Borrowing requested hereby:

Construction Allowance. Subject Lessee shall proceed to construct certain improvements within the Premises in compliance with certain plans and specifications prepared on behalf of the Lessee (the "Plans"). The Plans for the construction of the improvements to the terms Premises shall be mutually approved by the parties in writing prior to commencement of construction. The improvements to the Premises shall include all costs associated with the interior finish-out construction, construction of a backup generator and provisions hereofrelated screening at a location adjacent to the Premises as depicted on EXHIBIT "A-4" attached hereto and incorporated herein, Sublandlord agrees any architectural drawings prepared on behalf of the Lessee, and a fee payable to contribute Compass Management and Leasing, Inc. ("Compass") as the co-construction manager to be retained by the Lessor to supervise the construction, in an amount not equal to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars four percent ($55,786.094%) (the “Construction Allowance”) toward the cost of the Subtenant Improvements Construction Allowance (as hereinafter defined). Lessee has retained The Staubach Company ("TSC") as a co-construction manager. Compass and TSC shall jointly manage the construction of the improvements to the Subleased Premises provided Premises. The parties shall mutually endeavor to complete the same are (A) constructed substantially in accordance with construction of the Approved Space Plans, and (B) completed improvements on or before December 31May 1, 20121998. The design and materials to be utilized for the screening surrounding the backup generator shall be subject to the written approval of the Lessor, except that no portion such approval not to be unreasonably withheld or delayed. Such screening shall include, at a minimum, the construction of bollards and aggregate tilt walls surrounding the generator. Lessee shall be solely responsible for the removal of the generator and screening upon the expiration or earlier termination of this Lease, and shall repair all damages to the Premises or the surrounding areas occasioned by such removal. Lessee shall not permit Lessee's contractors or any subcontractor to commence any work in connection with the construction of the improvements to the Premises until appropriate insurance has been obtained and certificates evidencing such insurance coverage have been delivered to and approved by Lessor. Lessee agrees to indemnify, defend and hold Lessor harmless from and against all claims, liabilities, costs, damages and expenses of whatever nature, including those to the property of Lessee, arising out of or in conjunction with the performance of the construction of the improvements to the Premises. Lessor shall provide the Lessee with a Construction Allowance (herein so called) in an amount equal to the lesser of (a) the actual cost of construction of the improvements to the Premises; or (b) the sum of $400,000.00. Lessor's obligation to pay the Construction Allowance shall be applied toward Subtenant’s personal propertysubject to the Lessor's prior receipt of invoices and lien waivers from any third parties providing construction services to the Premises, together with such other documentation as the Lessor shall reasonably require. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord Lessor shall have no obligation the option of either paying amounts due to pay such third parties either to the Lessee or directly to such third parties. Lessee shall be responsible for the timely payment of all or any portion construction costs in excess of the Construction Allowance Allowance. Lessee shall have sole responsibility for compliance with all applicable statutes, codes, ordinances and other regulations for all construction performed on behalf of Lessee within the Premises, including without limitation, any applicable environmental regulations related thereto. In addition, the improvements to Subtenant relative be constructed by the Lessee within the Premises shall be constructed and installed in compliance with the requirements of the Americans With Disabilities Act of 1990, as amended, any applicable state statute, and all rules and regulations promulgated thereunder (collectively, the "ADA"). Lessee, at Lessee's sole cost and expense, shall be responsible for compliance with all provisions of the ADA with respect to the portion of Subtenant Improvements not completed by such date. If the cost use, occupation or alteration of the Subtenant Improvements exceeds the Construction AllowanceExpansion Premises. Lessor, such excess amount at Lessor's sole cost and expense, shall be borne solely responsible for compliance with the ADA with respect to all common areas of the Project and with respect to the exterior of the Expansion Premises, to the extent, but only to the extent that such compliance is not caused by SubtenantLessee's use, occupation or alteration of the Expansion Premises. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of Lessee acknowledges that (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for it has inspected and accepts the Expansion Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with buildings and improvements comprising the Approved Space Plans; same are suitable for the purpose for which the Expansion Premises are leased, (iii) Sublandlord’s receipt of documentary evidence reasonably the Expansion Premises are in good and satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed condition, and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition (iv) no representations as to the Construction Allowancecondition of the Expansion Premises, Subtenant acknowledges nor any other promises to alter, remodel or improve the Expansion Premises have been made by the Lessor (unless otherwise expressly set forth in this Amendment. The taking of possession of the Expansion Premises by the Lessee shall be deemed evidence that Sublandlord has directly incurred certain soft costs and expenses related the Expansion Premises were in a satisfactory condition at the time of possession; provided, however, that nothing herein shall relieve the Lessor of its obligations under SECTION 4 of the Lease with respect to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsPremises."

Construction Allowance. Subject As a contribution to Tenant's Work, Landlord shall pay to Tenant a construction allowance (the terms "CONSTRUCTION ALLOWANCE") of SIX HUNDRED THOUSAND and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 No/100 Dollars ($55,786.09600,000.00). An interim payment of ZERO and No/100 Dollars ($0) shall be paid on Tenant's completion of one-third of Tenant's Work. An additional interim payment of ZERO and No/100 Dollars (the “Construction Allowance”$0) toward the cost shall be paid upon Tenant's completion of two-thirds of Tenant's Work. The final remaining payment of SIX HUNDRED THOUSAND and No/100 Dollars ($ 600,000.00) shall be paid upon completion of Tenant's Work. Landlord shall pay such installments to Tenant within fifteen (15) days after Tenant's written request therefor and delivery to Landlord of a true copy of the Subtenant Improvements certificate of occupancy for the Premises (which requirement, if the governing jurisdiction issues temporary certificates of occupancy in connection with the initial opening for business of the Premises, will be satisfied by Tenant's delivery of such temporary certificate of occupancy (subject to the Subleased Premises provided qualification stated below) to Landlord, but Tenant will thereafter continue to pursue, obtain and provide to Landlord a copy of the same are final certificate of occupancy, when available). If Tenant delivers a temporary certificate of occupancy to Landlord and it has so many "punch list" items needed for completion and issuance of a final certificate of occupancy such that the "punch list" items cannot reasonably be completed within one hundred and twenty (A120) constructed substantially in accordance with days from the Approved Space Plansdate of delivery of the temporary certificate of occupancy to Landlord, and (B) completed on or before December 31, 2012, except that no then Landlord will have the right to withhold from disbursement to Tenant such portion of the Construction Allowance as may be reasonably necessary to provide security for completion of all "punch list" items, in an amount equal to 115 percent (115%) of the estimated cost to finish all "punch list" items. Upon the prior written request of Landlord, Tenant shall be applied toward Subtenant’s personal propertyprovide Landlord partial mechanics' lien waivers for all Major Contractors (as defined below) for interim allowance payments and full mechanics' lien waivers for all Major Contractors for the final allowance payment (or will provide the affidavit and indemnity, as provided in Section 8 below). If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation Failure by the Landlord to pay all or any portion installment of the Construction Allowance allowance when due shall constitute a default of Landlord under this Lease. In addition to Subtenant relative any remedies available to Tenant under this Agreement or at law or equity as a result of Landlord's default, Tenant may: (a) charge Landlord interest on the portion of Subtenant Improvements not completed by overdue amount from the date such date. If installment is due on all delinquent installments at the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur lesser of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; highest rate allowed by law or (ii) Sublandlord’s receipt a rate of a certificate from Subtenant’s licensed contractor certifying completion two percent (2%) over the rate then announced by Chase Manhattan Bank as its base or prime rate per annum; and (b) set off any delinquency and applicable interest against one hundred percent (100%) of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of finalMinimum Rent, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor Percentage Rent and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for Additional Rent payments first coming due under this Lease until such costsdelinquency is fully repaid.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 2,825,800 (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. Up to $6.00 per rentable square foot in the Premises of the Subtenant Improvements Construction Allowance may be used for (a) design fees for architect/interior designer and consultants, (b) project/construction management fees, (c) data/telephone cabling, (d) security equipment and cabling, (e) construction of improvements, (f) required permits and fees related to the Subleased Premises provided improvements, (g) acquisition costs of furniture (including modular furniture, cubicles and/or built-in furniture), (h) signage and graphics permanently installed in the same are (A) constructed substantially in accordance with lease space or on the Approved Space PlansBuilding, and (Bi) completed on or before December 31auxiliary equipment required for the operation of the Tenant’s business, 2012such as dumpsters, except that no portion generators, and additional HVAC. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (1) a request for payment, (2) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (3) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (A) the C-3 permanent certificate of occupancy issued for the Premises, (B) Tenant’s occupancy of the Premises, (C) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (D) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (i) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (ii) 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, (iii) the conditions to the advance of the Construction Allowance to Subtenant relative to are not satisfied, or (iv) an Event of Default by Tenant exists. After the portion final completion of Subtenant Improvements not completed the Work and a reconciliation by such date. If Landlord of the Construction Allowance and the Total Construction Costs, Tenant may use any excess Construction Allowance towards the cost of Tenant’s out-of-pocket moving expenses related costs, and if any excess Construction Allowance remains after the Subtenant Improvements exceeds the Construction Allowancepayment of such moving expenses, such excess amount shall be borne solely by Subtenant. Sublandlord then Landlord shall pay to Tenant any remaining excess Construction Allowance (up to a maximum of $4.00 per rentable square foot in the Premises). The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance to Subtenant disbursed) within thirty (30) days six months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the PremisesCommencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion time being of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 721,805.00 (the “Construction Allowance”) to be applied toward the Total Construction Costs, as such costs shall be adjusted for any changes to the Work or costs incurred in excess of the Space Plans (as defined below). The Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord, it being agreed to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except understood by Landlord and Tenant that no portion of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or in full to the Total Construction Costs before December 31, 2012, then Sublandlord shall have no obligation Tenant is obligated to pay all or any portion the Excess Construction Costs and that Tenant shall pay such Excess Construction Costs to Landlord thereafter within fifteen (15) days of Landlord’s billing therefor, which billing shall be conducted periodically as various components of the remaining Work are completed; provided that in all events the last installment of Excess Construction Allowance Costs shall be paid by Tenant to Subtenant relative Landlord within five (5) days after the date on which Substantial Completion of the Work occurs. Notwithstanding the foregoing to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowancecontrary, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance up to Subtenant within thirty $2,062.30 (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for i.e., $0.10 per rentable square foot in the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials incurred by Tenant in connection with the Subtenant Improvements. In preparation of the Space Plans (the “Space Plans Cap”) shall be reimbursed by Landlord in addition to the Construction Allowance; provided, Subtenant acknowledges however, that Sublandlord has directly any costs incurred certain soft costs and expenses related to the design of the Tenant Improvements, including in connection with the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012that exceeds the Space Plans Cap shall be added to the Total Construction Costs against which the Construction Allowance shall be applied. If the Total Constructions Costs do not exceed the Construction Allowance, then Subtenant shallthe difference between the Construction Allowance and the Total Construction Costs may be utilized by Tenant, upon demandTenant’s written request, reimburse Sublandlord as a credit against Tenant’s rental obligations under this Lease during the sum first two (2) years of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such coststhe Term of the Lease.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 50.00 per rentable square foot contained in the Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Improvements. Except as otherwise set forth herein, the Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements to is actually incurred and paid by Landlord. Notwithstanding the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plansforegoing, and (B) completed on or before December 31at Tenant’s election, 2012, except that no a portion of the Construction Allowance shall remaining after payment of the cost of the Improvements (not to exceed $5.00 per rentable square foot contained in the Premises) may be applied toward Subtenant’s personal propertydisbursed by Landlord to Tenant for the following items and costs (collectively the “Allowance Items”): (a) costs incurred in connection with the purchase and/or installation of furniture, fixtures and equipment in the Premises, and (b) moving expenses incurred by Tenant in connection with its move into the Premises. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any The portion of the Construction Allowance that may be used for the items described in this paragraph is referred to Subtenant relative herein as the “Discretionary Allowance.” Landlord shall make disbursements of the Discretionary Allowance to Tenant for the Allowance Items as follows: Subsequent to the Lease Commencement Date and continuing until the Allowance Deadline (as hereinafter defined), Tenant may make one single request from Landlord for that portion of Subtenant Improvements not completed the Discretionary Allowance to which Tenant is entitled by such datedelivering a written request therefor to Landlord, which request shall include copies of invoices paid or to be paid by Tenant and with executed mechanic’s liens in a form reasonably acceptable to Landlord, when applicable, from any contractors, subcontractors, suppliers, materialmen and/or vendors. If Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant, in the cost amount of the Subtenant Discretionary Allowance so requested; provided, however, in no event shall Landlord be required to make more than one disbursement of the Discretionary Allowance. The Construction Allowance must be used (that is, the Improvements exceeds the Construction Allowance, such excess amount shall must be borne solely by Subtenant. Sublandlord shall pay fully complete and the Construction Allowance to Subtenant within thirty (30including the portion consisting of the Discretionary Allowance) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premisesrequested by Tenant, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition not already applied by Landlord to the Total Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and Costs) on or before December 31the date that is two (2) months after Substantial Completion (the “Allowance Deadline”), 2012or such Construction Allowance or remaining portion thereof shall be deemed forfeited with no further obligation by Landlord with respect thereto, then Subtenant shall, upon demand, reimburse Sublandlord time being of the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsessence with respect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars sixty dollars ($55,786.0960.00) per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. When the Work has been finally completed and Tenant has paid the Total Construction Costs to the contractor from its own funds Landlord shall pay to Tenant the Construction Allowance, or so much thereof that has been paid by Tenant as the Total Construction Costs, following the receipt by Landlord of the Subtenant Improvements following items: (i) a request for payment, (ii) final lien waivers from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (iii) the Architect’s certification that the Work has been requested has been finally completed, including any punch-list items, on the appropriate AIA form or another form approved by Landlord, (iv) the permanent certificate of occupancy issued for the Premises, (v) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to the Subleased Premises provided the same are Landlord’s construction representative (A) constructed substantially in accordance with the Approved Space Plansset forth below), and (Bvi) completed on an estoppel certificate confirming such factual matters as Landlord or before December 31Landlord’s Mortgagee may reasonably request, 2012including evidence of all payments made to Tenant’s contractor (collectively, except that no portion a “Completed Application for Payment”). Landlord shall pay the amount requested, up to the amount of the Construction Allowance, in the Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the complete and correct Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If during the pendency of any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work 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 Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty twelve (3012) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Rent Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) Tenant a construction allowance (the “Construction Allowance”) toward ), calculated on the cost basis of $35.50 per square foot of Net Rentable Area contained in the Relocation Premises, for the purpose of modification, demolition, construction or refurbishment of the Subtenant Improvements Relocation Premises to accommodate the needs of Tenant. Subject to the Subleased Premises provided terms and conditions set forth in this Exhibit B, (a) Tenant may use the same are Construction Allowance as a reimbursement for Tenant's bona fide (Aand verified) constructed substantially in accordance with the Approved Space Plansexpenses for architectural and engineering services, all demolition and construction costs, ceiling improvements (above or below), furniture installation and project management fees (but not including any expenses related to non-permanent fixtures, furniture, or equipment) paid to parties not related to Tenant; and (Bii) completed Tenant (calculated on or before December 31, 2012, except that no portion the basis of $3.00 per square foot of Net Rentable Area contained in the Relocation Premises) of the Construction Allowance shall be applied toward Subtenant’s personal propertyfor reasonable moving expenses and for costs associated with telephone wiring/computer cabling, subject to submittal of invoices reasonably establishing the amount of such costs. If any Subtenant Improvements are the Construction Allowance has not completed on or before December been fully disbursed by August 31, 20122014, unless caused by the delay of the Landlord, then Sublandlord shall have no obligation to pay all or any portion the remaining balance of the Construction Allowance as of such date shall become the property of Landlord and Tenant shall forever lose any right or claim to Subtenant relative to such remaining balance. Except as otherwise expressly provided in the portion last sentence of Subtenant Improvements paragraph 1 above, Landlord shall not completed by such date. If the cost in any event be obligated under this Exhibit B for any amount in excess of the Subtenant Improvements exceeds the Construction Allowance. Additionally, such excess amount Landlord shall be borne solely by Subtenant. Sublandlord shall pay permitted to offset against the undisbursed Construction Allowance any amounts past due to Subtenant within thirty (30) days following Landlord by Tenant under the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsLease.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) [***] per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. In no event shall more than $[***] per rentable square foot of the Subtenant Improvements Construction Allowance be used toward soft costs, including, without limitation, Tenant’s moving expenses, furniture, fixtures and equipment, amounts payable to the Subleased Premises provided the same are a project coordinator, construction consultant or similar consultant, data and telecommunications wiring and furniture, including free standing workstations, fixtures and related equipment (A) constructed substantially in accordance with the Approved Space Planscollectively, and (B) completed on or before December 31, 2012, except that no portion “Soft Costs”). No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated Excess Amount. Thereafter, Landlord shall pay to Tenant the Construction Allowance, to be applied solely toward Subtenantthe remaining Total Construction Costs and not in reimbursement of the Excess Amount paid by Tenant, in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final, unconditional or partial lien waivers, as the case may be, from all persons performing five thousand dollars ($5,000) or more of work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, (c) copies of all invoices and proof of payment of same , and (d) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the “as-built” plans for the Work as constructed (and as set forth above) to Landlord’s construction representative (set forth below) together with an air balance report confirming that the HVAC system has been properly balanced, and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 15 days following Landlord’s receipt of the corrected Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work 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 Project or the Premises or Tenant’s interest therein by reason of work done, or claimed to Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty are not satisfied, or (30D) days following an Event of Default by Tenant exists. After the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying final completion of the Subtenant Improvements Work and a reconciliation by Landlord of the Construction Allowance and the Total Construction Costs and provided no default under this Lease then exists and no Event of Default has occurred, Tenant may use any excess Construction Allowance (up to a maximum of $10.00 per rentable square foot in substantial accordance with the Approved Space Plans; Premises) towards Soft Costs. Landlord will reimburse Tenant for the Soft Costs (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition subject to the cap described above) within 30 days after receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. The Construction AllowanceAllowance must be used (that is, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs the Work must be fully complete and expenses related to the design Construction Allowance disbursed) within six months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance essence with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 25.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Work, The Construction Allowance shall not be disbursed to Tenant in cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord of the Construction Allowance and the Total Construction Costs and provided no default under this Lease then exists and no Event of Default has occurred, Tenant may use any excess Construction Allowance (up to a maximum of $5.00 per rentable square foot in the Premises) towards the cost of (a) Tenant’s installation of telephone and data networks and other moving costs (collectively, the “Moving Costs”) and/or (b) Tenant’s Basic Rent obligations under this Lease by so notifying Landlord in writing of Tenant’s election. Landlord will reimburse Tenant for the Moving Costs (subject to the Subleased Premises provided cap described above) within 30 business days after receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. Following Landlord’s receipt of Tenant’s election to apply the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no unused portion of the Construction Allowance towards Tenant’s Basic Rent obligations (subject to the cap described above), Landlord shall apply such excess toward Tenant’s Basic Rent obligation first accruing after such date until such excess is fully exhausted. The Construction Allowance must be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31used (that is, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Work must be fully complete and the Construction Allowance to Subtenant relative to disbursed) within six months following the portion of Subtenant Improvements not completed Commencement Date or shall be deemed forfeited with no further obligation by such date. If the cost Landlord with respect thereto, time being of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject to Landlord and Tenant hereby agree that Landlord shall provide Tenant with an allowance in the terms amount of Twelve and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 No/100 Dollars ($55,786.0912.00) per rentable square foot of the Expansion Area (the “Construction Allowance”) toward ), to be applied to the cost of the Subtenant Improvements to design and construction of the Subleased Premises provided Expansion Work and for costs associated with telecommunication networking, furniture installation, moving and all hard and soft costs of construction, including, but not limited to, any project management fees. Notwithstanding the same are (A) constructed substantially in accordance with the Approved Space Plansimmediately preceding sentence, and (B) completed on or before December 31, 2012, except that no a portion of the Construction Allowance up to but not exceeding the amount of Five and No/100 Dollars ($5.00) per rentable square foot may be used by Tenant for the costs of networking, furniture installation, moving and soft costs. An amount not to exceed available funds from the Construction Allowance shall be applied toward Subtenant’s personal property. If paid directly and timely by Landlord to the contractors and/or sub-contractors, as applicable, but in any Subtenant Improvements are not completed event, Landlord shall make at least one (1) payment per month to the contractors and/or sub-contractors, as applicable, and such payment shall be made on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion the thirtieth (30th) calendar day following Landlord’s receipt of the Construction Allowance to Subtenant relative to the portion such expenses. All costs and expenses in excess of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount which have been approved in advance by Tenant in Tenant’s sole discretion, shall be borne solely paid for by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant Tenant within thirty (30) days following of Tenant’s approval of such excess costs and expenses. Any unused portion of the later Construction Allowance up to occur and not to exceed $5.00 per rentable square foot of the Expansion Area may be, in Tenant’s sole discretion, used: (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicableas a credit to Base Rent due; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; by Tenant for furniture, fixtures and equipment or (iii) Sublandlordby Tenant for the cost of the Expansion Working Drawings. Landlord or its affiliate shall cooperate and work closely with the Project Manager to (i) supervise the Expansion Work on behalf of Landlord, (ii) make disbursements required to be made to the contractor, (iii) act as a liaison between the contractor and Tenant and (iv) coordinate the relationship between the Expansion Work, the Building, and the Building’s receipt of documentary evidence reasonably satisfactory systems. The parties hereto agree that there will be no construction supervision fee payable to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Landlord or entities providing labor and/or materials CBRE by Tenant in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsExpansion Work.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Tenant a construction allowance of Seventy Dollars ($55,786.0970.00) per rentable square foot in the Building 1 Premises (the “"Construction Allowance”") to be applied toward the Total Construction Costs, adjusted as provided herein for any changes to the Work. The Construction Allowance shall not be disbursed to Tenant in cash, but shall be disbursed by Landlord to pay the Total Construction Costs, if, as, and when the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion of the Construction Allowance Work is actually incurred. Landlord shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant disburse within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion disbursement request (which requests shall not be made more frequently than once per calendar month), and if such request and all applicable supporting material is made by the fifth (5th) day of a calendar month, Landlord shall endeavor to make the applicable disbursement prior to the end of such calendar month. No less than eighty percent (80%) of the Subtenant Improvements Construction Allowance must be applied toward the expenses (both hard and soft costs) incurred by Tenant for the construction of improvements to the interior of Tenant's leased Premises. Provided Landlord has completed the Work, if, at first anniversary of the date of this Lease, the entire Construction Allowance has not been used as set forth in substantial accordance with this Section, the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory remaining amount automatically shall be applied by Landlord to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant ImprovementsTenant's then-current Rent obligations. In addition addition, Landlord shall provide to Tenant a design layout allowance not to exceed Ten Cents ($0.10) per rentable square foot in the Construction Building 1 Premises (and not the Building 2 Premises) (the "Design Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft ") to be applied toward the costs of designing a layout for two (2) floors (one (1) typical floor plan layout and expenses related to the design one (1) specialty or executive layout» of the Building 1 Premises. Tenant Improvements, including the preparation may begin drawing funds up to an aggregate amount of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Four Dollars ($8,589.004.00) per rentable square foot in the Building 1 Premises from the Construction Allowance following the date of this Lease to reimburse Sublandlord pay for costs incurred by Tenant for space planning, design and legal services. Tenant shall furnish a written requisition for any portion of the Construction Allowance that is to be applied toward such costsexpenses, which requisition shall be accompanied by appropriate invoices and such other documentation as may reasonably be requested by Landlord. D - 4 10.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 7.00 per rentable square foot in the Premises (the “Construction Allowance”) to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Work. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form. If or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Premises, (2) Tenant’s occupancy of the Premises, (3) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work 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 Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant are not satisfied, or (D) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty twelve (3012) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance Commencement Date or shall be deemed forfeited with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection no further obligation by Landlord with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six (i) $592,050 for Suite 100 & 110 of the Premises (the "Suite 100 & 110 Allowance") and 09/100 Dollars (ii) $55,786.09411,640.00 for Suite 150 of the Premises (the "Suite 150 Allowance") (the “sum of [i] and [ii] collectively, the "Construction Allowance”") to be applied toward the cost applicable Total Construction Costs for the portion of the Subtenant Improvements Premises to which they relate, as adjusted for any changes to the Subleased Premises Work. No advance of the Suite 100 & 110 Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the same are anticipated amount by which the projected Total Construction Costs for the Suite 100 & 110 Work exceeds the amount of the Suite 100 & 110 Allowance, and no advance of the Suite 150 Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (Aand provided reasonable evidence thereof to Landlord) constructed substantially the anticipated amount by which the projected Total Construction Costs for the Suite 150 Work exceeds the amount of the Suite 150 Allowance. Landlord shall pay to Tenant the Suite 100 & 110 Allowance and the Suite 150 Allowance in accordance with multiple disbursements (but not more than once per calendar month) following the Approved Space Plansreceipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers for work exceeding $10,000 per subcontractor or vendor, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (Bc) completed the Architect's certification that the Work for which reimbursement has been requested has been completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or before December 31another form approved by Landlord, 2012and, except that no portion with respect to the disbursement of the last 10% of the Suite 100 & 110 Allowance or Suite 150 Allowance, as applicable: (1) the permanent certificate of occupancy issued for the Suite 100 & 110 Premises or the Suite 150 Premises, as applicable, (2) Tenant's occupancy of the Suite 100 & 110 Premises, or the Suite 150 Allowance, as applicable, (3) delivery of the architectural record drawings (or, with respect to the last application for payment only, the “as built” plans) for the Suite 100 & 110 Work or Suite 150 Work, as applicable as constructed (and as set forth above) to Landlord's construction representative (set forth below), and (4) an estoppel certificate confirming such factual matters as Landlord or Landlord's Mortgagee may reasonably request (collectively, each, a "Completed Application for Payment"). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant's submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until 30 days following Landlord's receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any disbursement of the Construction Allowance shall be applied toward Subtenant’s personal property. If during the pendency of any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation of the following: (A) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Construction Allowance Work 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 Subtenant relative have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Premises, (C) the conditions to the portion advance of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance are not satisfied, (D) Tenant continues to Subtenant be in breach of the Building Rules & Regulations following five (5) business days' notice by Landlord, or (E) an Event of Default by Tenant exists. The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within thirty nine (309) days months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the PremisesCommencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion time being of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 2,825,800 (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. Up to $6.00 per rentable square foot in the Premises of the Subtenant Improvements Construction Allowance may be used for (a) design fees for architect/interior designer and consultants, (b) project/construction management fees, (c) data/telephone cabling, (d) security equipment and cabling, (e) construction of improvements, (f) required permits and fees related to the Subleased Premises provided improvements, (g) acquisition costs of furniture (including modular furniture, cubicles and/or built-in furniture), (h) signage and graphics permanently installed in the same are (A) constructed substantially in accordance with lease space or on the Approved Space PlansBuilding, and (Bi) completed on or before December 31auxiliary equipment required for the operation of the Tenant’s business, 2012such as dumpsters, except that no portion generators, and additional HVAC. No advance of the Construction Allowance shall be applied toward Subtenantmade by Landlord until Tenant has first paid to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (1) a request for payment, (2) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (3) the Architect’s personal propertycertification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 20% of the Construction Allowance, (A) the permanent certificate of occupancy issued for the Premises, (B) Tenant’s occupancy of the Premises, (C) delivery of the architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (D) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). If Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not be obligated to make any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation disbursement of the Construction Allowance during the pendency of any of the following: (i) Landlord has received written notice of any unpaid claims relating to pay all or any portion of the Work or materials in connection therewith, other than claims which will be paid in full from such disbursement, (ii) 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, (iii) the conditions to the advance of the Construction Allowance to Subtenant relative to are not satisfied, or (iv) an Event of Default by Tenant exists. After the portion final completion of Subtenant Improvements not completed the Work and a reconciliation by such date. If Landlord of the Construction Allowance and the Total Construction Costs, Tenant may use any excess Construction Allowance towards the cost of Tenant’s out-of-pocket moving expenses related costs, and if any excess Construction Allowance remains after the Subtenant Improvements exceeds the Construction Allowancepayment of such moving expenses, such excess amount shall be borne solely by Subtenant. Sublandlord then Landlord shall pay to Tenant any remaining excess Construction Allowance (up to a maximum of $4.00 per rentable square foot in the Premises). The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance to Subtenant disbursed) within thirty (30) days six months following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the PremisesCommencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion time being of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 475,000.00 (the “"Construction Allowance”") to be applied toward the cost of the Subtenant Improvements to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space Plans, and (B) completed on or before December 31, 2012, except that no portion Total Construction Costs. $100,000.00 out of the Construction Allowance shall be specifically earmarked to be applied toward Subtenantthe costs of the HVAC Work; in the event the HVAC Work costs less than $100,000.00, the balance shall be utilized by Tenant towards the Total Construction Costs. No advance of the Construction Allowance shall be made until Tenant has paid to the contractor performing the Work (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the Construction Allowance (e.g., if Xxxxxx’s personal propertycontract with PIDC calls for a total cost of $500,000.00, Tenant must pay to PIDC at least $25,000.00 prior to making requests for disbursements from the Construction Allowance). If Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any Subtenant Improvements are calendar month) following the receipt by Landlord of the following items: (a) a request for payment, (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form, and (c) the Architect's certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord (collectively, a "Completed Application for Payment"). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant's submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until 30 days following Landlord's receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Exhibit, Landlord shall not completed on or before December 31, 2012, then Sublandlord shall have no obligation be obligated to pay all or make any disbursement of the Construction 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 Work 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, (C) the conditions to the advance of the Construction Allowance to Subtenant relative are not satisfied, or (D) an Event of Default by Tenant exists The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) within eighteen (18) months following the Effective Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. Notwithstanding anything in this Exhibit to the portion of Subtenant Improvements not completed by such date. If contrary, in the cost of event the Subtenant Improvements exceeds Total Construction Costs exceed the Construction Allowance, subject to the limitations with respect to the costs of the HVAC Work set forth above, Landlord shall make available to Tenant, at Tenant’s sole election, additional funds not to exceed $1,500,000.00 (“Additional Allowance”) to be applied toward the Total Construction Costs in the same manner and subject to the same procedures as set forth above. In the event that Tenant elects to utilize any Additional Allowance, any such excess amount so utilized shall be borne solely by Subtenant. Sublandlord amortized over the extended Lease Term at eight percent (8%) annual interest, and Tenant shall pay to Landlord the Construction Allowance to Subtenant within thirty amortized amount (30including interest) days following in equal monthly amounts together with its rental payments under the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsLease as amended by this Amendment.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 40,000.00 (the “Construction Allowance”) to be applied toward the cost Total Construction Costs, as adjusted for any changes to the Work. No advance of the Subtenant Improvements Construction Allowance shall be made by Landlord until Tenant has first paid to the Subleased Premises contractor from its own funds (and provided reasonable evidence thereof to Landlord) the same are anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment and (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s submission of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the Completed Application for Payment. Notwithstanding anything to the contrary contained in this Attachment A, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (A) constructed substantially Landlord has received written notice of any unpaid claims relating to any portion of the Work or materials in accordance with the Approved Space Plansconnection therewith, and other than claims which will be paid in full from such disbursement, (B) completed there is an unbonded lien outstanding against the Building or the Property 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 Property, (C) the conditions to the advance of the Construction Allowance are not satisfied, or (D) an Event of Default by Tenant exists The Construction Allowance must be used (that is, the Work must be fully complete and the Construction Allowance disbursed) on or before December 31, 2012, except that or shall be deemed forfeited with no portion further obligation by Landlord with respect thereto, time being of the Construction Allowance shall be applied toward Subtenant’s personal property. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation to pay all or any portion of the Construction Allowance to Subtenant relative to the portion of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance essence with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 30.00 per rentable square foot in the Additional Premises (the “Construction Allowance”) to be applied toward the cost Total Construction Costs to the Additional Premises only. Up to $10.00 per rentable square foot of the Subtenant Improvements Construction Allowance may be used for telephone cabling and computer cabling for the Additional Premises and the Existing Premises, moving costs, furniture and reduction to the Subleased Premises provided Base Rent for the same are Additional Premises. No more than $2.00 per rentable square foot may be used for a reduction to the Base Rent. If Tenant desires to use the Construction Allowance for a reduction of the Base Rent, Tenant shall give Landlord fifteen (A15) constructed substantially days prior written notice of the amount of the requested Base Rent reduction, and the Construction Allowance shall be applied to the Base Rent due from Tenant for the month following such notice. The Construction Allowance shall be disbursed in whole or in part at any time and from time to time to Tenant or Tenant’s contractors and subcontractors within thirty (30) days following Tenant’s request therefor; provided, however, Landlord shall have received and approved each of the following, as applicable: (a) Tenant’s written request, including a description of the portion of the Work and a cost breakdown thereof in reasonable detail, and Borrower’s certification that all such Work has been completed lien-free and in a workmanlike manner; (b) copies of invoices for services with detailed instructions for payment; (c) contractors’ and subcontractors’ waivers of liens and all other statements and forms required for compliance with the mechanics’ lien laws of the State of Texas with respect to such Work (subject to payment of the aforesaid sums when paid directly to the Tenant’s contractors and subcontractors by Landlord); and (d) evidence, if applicable, that the Work is completed in accordance with the Approved Space PlansCity of Irving or the Las Colinas Association requirements. The Construction Allowance must be used within twelve (12) months following the Effective Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. Notwithstanding the foregoing, and following the expiration of such twelve (B12) completed on or before December 31month period, 2012if any undisbursed Construction Allowance then remains, except that no portion up to $2.00 per rentable square foot of the Construction Allowance shall be automatically applied toward Subtenant’s personal propertyto a reduction in the Base Rent beginning on the payment which is due following thirteen (13) months from the Effective Date. If any Subtenant Improvements are not completed on or before December 31, 2012, then Sublandlord shall have no obligation Landlord fails to timely pay all or any portion of the Construction Allowance to Subtenant relative pursuant to the portion provisions of Subtenant Improvements not completed this Section 8, and provided that (x) such failure continues for 90 days after Tenant notifies Landlord of such failure that Tenant intends to set off such amount against the next installment of Rent unless Landlord pays such amount to Tenant within such 90 day period (which notice shall in state in bold-face type in all caps on the first page of the notice that “TENANT INTENDS TO OFFSET RENT IF LANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN NINETY (90) DAYS”) (“Offset Notice”), and (y) after 90 days from the Offset Notice, Landlord fails to provide notice to the Tenant of Landlord’s dispute to Tenant’s entitlement to the amount claimed by Tenant, then Tenant may offset such dateamount against the next installment of Rent coming due under this Lease. If the cost Landlord sends notice to Tenant within 90 days of the Subtenant Improvements exceeds Offset Notice that the Landlord disputes Tenant’s claim that Landlord has failed to pay the Construction Allowance, such excess amount the parties shall submit the claim to be resolved by binding arbitration under the Expedited Procedures provisions of the Commercial Arbitration Rules of the American Arbitration Association (or any organization which is the successor thereto). The decision of the arbitrators shall be borne solely by Subtenantconclusively binding on the parties, and judgment upon the decision may be entered in any court having jurisdiction. Sublandlord shall pay Following the determination of the arbitrator: (x) if the dispute is resolved in favor of Tenant, then Tenant may offset the actual amount of the Construction Allowance to Subtenant within thirty (30) days following claimed by Tenant against the later to occur next installment of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant ImprovementsRent due under this Lease; and Sublandlord(y) if the dispute is resolved in favor of Landlord, Tenant shall pay all costs and attorney’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials fees incurred by Landlord in connection with the Subtenant Improvementsarbitration. In addition to the Construction AllowanceCorporate Xxxxx/0000 Xxxxxxxxx Xxxxx Xxxxxx, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.Xxxxx

Construction Allowance. Subject Landlord shall provide an allowance of up to the terms and provisions hereof, Sublandlord agrees to contribute an amount not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 82,200.00 (the “"Construction Allowance”") toward the cost of Landlord-approved leasehold improvements and related permitting and architectural fees incurred by Tenant in connection with improvements to be performed by Tenant in the Subtenant Improvements Leased Premises. Landlord shall reimburse Tenant for such costs (up to the Subleased Premises provided amount of the same are Construction Allowance) within thirty (A30) constructed substantially days after Landlord's receipt of receipted bills covering all labor and materials expended and used in accordance with the Approved Space Plans, leasehold improvements and (B) completed on or before December 31, 2012, except that no full and final waivers of lien from all contractors and subcontractors performing any work in connection therewith. Any portion of the Construction Allowance for which Tenant has not requested reimbursement prior to the date that is six (6) months after the date of this Amendment shall be applied toward Subtenant’s personal propertythe sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. If any Subtenant Improvements are Any construction, alterations or improvements to the Leased Premises shall be performed by Tenant at its sole cost and expense (subject to reimbursement through the Construction Allowance as described above) and shall be governed in all respects by the terms of the Lease, including without limitation Section 12 of the Lease Agreement. Notwithstanding anything herein to the contrary, Landlord shall not completed on or before December 31, 2012, then Sublandlord shall have no obligation be obligated to pay all or disburse any portion of the Construction Allowance during the continuance of an uncured default by Tenant under the Lease, as amended, and Landlord's obligation to Subtenant relative to the portion of Subtenant Improvements not completed by disburse shall only resume when and if such datedefault is cured. If the cost Landlord hereby approves of the Subtenant Improvements exceeds the Construction Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay the Construction Allowance to Subtenant within thirty (30) days following the later to occur of (i) Sublandlord’s receipt of Subtenant’s Certificate of Occupancy for the Premises, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion of the Subtenant Improvements in substantial accordance with the Approved Space Plans; (iii) Sublandlord’s receipt of documentary evidence reasonably satisfactory to Sublandlord of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons or entities providing labor and/or materials in connection with the Subtenant Improvements. In addition to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design of the Tenant Improvements, including the preparation of the Approved Space Plan, and improvements described in the event Subtenant does not construct Tenant Improvements in substantial accordance with the Approved Space Plans and on or before December 31Estimate prepared by Texas Comfort Systems LLC dated August 13, 20122019, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costs.attached hereto as Exhibit A.

Construction Allowance. Subject Landlord shall provide to the terms and provisions hereof, Sublandlord agrees to contribute an amount Tenant a construction allowance not to exceed Fifty-Five Thousand Seven Hundred Eighty-Six and 09/100 Dollars ($55,786.09) 38.00 per rentable square foot in the Premises (the “Construction Allowance”"CONSTRUCTION ALLOWANCE") to be applied toward the cost of the Subtenant Improvements Total Construction Costs, as adjusted for any changes to the Subleased Premises provided the same are (A) constructed substantially in accordance with the Approved Space PlansWork; provided, and (B) completed on or before December 31however, 2012, except that no portion not more than $3.00 per rentable square foot of the Construction Allowance shall be applied toward Subtenant’s personal propertyto the architectural and engineering design portion of the Total Construction Costs. If any Subtenant Improvements are not completed on or before December 31The Construction Allowance may be increased by up to $5.00 per rentable square foot in the Premises (the "CONSTRUCTION ALLOWANCE INCREASE") at Tenant's written request to Landlord, 2012which Construction Allowance Increase shall be amortized monthly over the remainder of the initial Term at an annual interest rate of ten percent (10%) and such amortized amounts shall be paid monthly over the remainder of the initial Term together with the Monthly Basic Rent. Upon either party's request, then Sublandlord the parties shall have no obligation execute an amendment to pay all or any portion this Lease reflecting such amortized monthly payments required to be paid by Tenant over the remainder of the initial Term. No advance of the Construction Allowance to Subtenant relative shall be made by Landlord until Tenant has first paid to the portion contractor from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of Subtenant Improvements not completed by such date. If the cost of the Subtenant Improvements exceeds the Construction Allowance. Thereafter, Landlord shall pay to Tenant the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (a) a request for payment; (b) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Work, fully executed, acknowledged and in recordable form; and (c) the Architect's certification that the Work for which reimbursement has been requested has been finally completed, including (with respect to the last application for payment only) any punchlist items, on the appropriate AIA form or another form approved by Landlord, and, with respect to the disbursement of the last 10% of the Construction Allowance: (1) the temporary certificate of occupancy issued for the Premises; (2) Tenant's occupancy of the Premises; (3) delivery of the architectural "as-built" plan for the Work as constructed (as set forth above) to Landlord's construction representative (set forth below); and (4) an estoppel certificate confirming such excess amount shall be borne solely by Subtenantfactual matters as Landlord or Landlord's Mortgagee may reasonably request (collectively, a "COMPLETED APPLICATION FOR PAYMENT"). Sublandlord Landlord shall pay the Construction Allowance amount requested in the applicable Completed Application for Payment to Subtenant Tenant within thirty (30) days following Tenant's submission of the later to occur Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord's payment of such request shall be deferred until thirty (i30) Sublandlord’s days following Landlord's receipt of Subtenant’s Certificate of Occupancy the Completed Application for Payment. Notwithstanding anything to the Premisescontrary contained in this Exhibit, if applicable; (ii) Sublandlord’s receipt of a certificate from Subtenant’s licensed contractor certifying completion Landlord shall not be obligated to make any disbursement of the Subtenant Improvements in substantial accordance with Construction Allowance during the Approved Space Plans; pendency of any of the following: (iiiA) Sublandlord’s receipt Landlord has received written notice of documentary evidence reasonably satisfactory any unpaid claims relating to Sublandlord any portion of all of Subtenant’s expenditures for work performed and materials used in completing the Subtenant Improvements; and Sublandlord’s receipt of final, unconditional lien releases in form and content reasonably satisfactory to Sublandlord from all persons Work or entities providing labor and/or materials in connection with therewith, other than claims which will be paid in full from such disbursement; (B) there is an unbonded lien outstanding against the Subtenant Improvements. In addition 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; (C) the conditions to the Construction Allowance, Subtenant acknowledges that Sublandlord has directly incurred certain soft costs and expenses related to the design advance of the Construction Allowance are not satisfied; or (D) an Event of Default by Tenant Improvementsexists. The Construction Allowance must be used (that is, including the preparation Work must be fully complete and the Construction Allowance disbursed) within six (6) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the Approved Space Plan, and in the event Subtenant does not construct Tenant Improvements in substantial accordance essence with the Approved Space Plans and on or before December 31, 2012, then Subtenant shall, upon demand, reimburse Sublandlord the sum of Eight Thousand Five Hundred Eighty-Nine Dollars ($8,589.00) to reimburse Sublandlord for such costsrespect thereto.