Common use of Construction Allowance Clause in Contracts

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then 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 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 request 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Suite 180 Allowance”) to be applied toward the Total Construction Costsnot exceeding $110,554.40 (namely, 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 13.60 per rentable square foot of the Relocation Premises, then no advance of the Construction on 8,129 sq. ft.) for office finish-out within Suite 180. The Suite 180 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 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 request 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: used for (i) a request for payment construction costs under the construction contract and sworn statements of Tenant and contractorsubcontracts, (ii) final or partial lien waiversa construction management fee of 3% of Total Suite 180 Construction Costs to be paid to Landlord (and which shall be deducted by Landlord from the Suite 180 Allowance), 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 cost of the Tenant Work for which reimbursement has been requested has been finally completedSuite 180 Drawings and the construction documents, including (with respect any third party fees incurred by Landlord to pay for review of the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved Suite 180 Drawings by Landlord’s consultants, andincluding the Building’s mechanical and electrical engineers. The Suite 180 Allowance may not be used for the purchase of furniture, (iv) with respect trade fixtures, equipment or inventory or for move-in costs, or for the payment of data/telecommunication cabling installation costs which shall be Tenant’s responsibility. Landlord agrees that a sum of up to the disbursement of the last 103% of the Construction Allowance, (1) the permanent certificate hard costs may be deducted from any remaining Suite 180 Allowance towards payment 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”). 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 Landlordconstruction manager’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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Leasefee. (b) No more frequently than once every thirty (30) days, Tenant may request payment to Tenant from the Suite 180 Allowance for work performed during the previous thirty (30) day period. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts for which payment by Tenant is due (as certified by Tenant’s independent architect) to the General Contractor, subcontractors and suppliers which have not been subject to previous disbursements from Landlord. Such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisition therefor, signed by Tenant’s independent architect, which requisitions shall set forth the names of each contractor, subcontractor and supplier to whom payment is due, and the amount thereof, and shall be accompanied by (i) invoices and signed waivers and releases of lien in form reasonably acceptable to Landlord from the General Contractor and all subcontractors, and suppliers covering all work and materials which were the subject of progress payments by Landlord (and if applicable, Tenant), (ii) a written certification from Tenant’s architect that the work which is being paid by such progress payment has been completed substantially in accordance with plans previously approved by Landlord, and (iii) such other documents and information as Landlord may reasonably request. Landlord may retain ten percent (10%) of amounts due for such work (or such larger amount which may be required by statute, if applicable), with the final payment of such retainage being payable within thirty (30) days following Substantial Completion of the Suite 180 Work and Tenant’s delivery to Landlord of (1) all invoices and final lien waivers from the General Contractor, subcontractors, and suppliers in form reasonably acceptable to Landlord, (2) a CAD set of as-built Drawings for the Suite 180 Work, (3) a certificate of occupancy from the appropriate governmental authority, if applicable to the Suite 180 Work, or evidence of governmental inspection and approval of the Suite 180 Work, and (4) evidence of compliance with the Texas Accessibility Standards of the Texas Department of Licensing and Regulations. The Construction Suite 180 Allowance must be used on by Tenant Work performed within six (6) full calendar months of the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant Suite 180 Commencement Date; any portion which is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant so used shall execute and deliver a letter thereupon belong to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, absolutely and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidrights thereto.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 45.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Tenant’s Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no 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 amount by which the projected Total Construction Costs exceed the amount of the Construction AllowanceExcess Amount. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance Allowance, to be applied solely toward the 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 and sworn statements of Tenant and contractorpayment, (ii) final final, unconditional or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Tenant’s Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iii) copies of all invoices and proof of payment of same, and (iv) the Architect’s certification that the Tenant 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, (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) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format (3) delivery of the “as-built” plans for the Tenant’s Work as constructed (and hard copy required by Section 5 as set forth above) to Landlord’s construction representative (set forth below), and (34) 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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Tenant’s Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building Project or the Relocation 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 Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and exists. If the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of Premises are less than the Construction Allowance, then Tenant shall not be entitled to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures receive payment or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay credit for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, difference and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s requestretain the same. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Tenant’s Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within twenty-four (24) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If , 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 defaults in Landlord’s obligation as to pay how much of the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, is allocated within five (5) days after the date various spaces in the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidPremises.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Must-Take CB Space Construction Allowance”) to be applied toward the Total Construction Costsnot exceeding $14,892.00 (namely, 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 12.00 per rentable square foot of the Relocation Premises, then no advance of the on 1,241 sq. ft.). The Must-Take CB Space 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 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 request 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: used for (i) a request for payment construction costs under the construction contract and sworn statements of Tenant and contractorsubcontracts, (ii) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials cost of finishing out Tenant’s side of the demising wall for the Tenant WorkMust-Take CB Space, fully executedincluding painting of such wall and repair of ceiling tiles, acknowledged floor coverings and in recordable form, which waivers may be conditioned upon receipt of paymentlighting fixtures, (iii) the Architect’s certification that cost of separation of utilities for the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect to Must-Take CB Space from the last application for payment only) any punch-list items, on remainder of the appropriate AIA form or another form approved office spaces leased by Landlord, andColdwell Banker, (iv) with respect to the disbursement a construction management fee of the last 103% of Total TI Construction Costs to be paid to Landlord (and which shall be deducted by Landlord from the Must-Take CB Space 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 (3v) an estoppel certificate confirming such factual matters as the cost of the TI Drawings and the construction documents, including any third party fees incurred by Landlord or to pay for review of the TI Drawings by Landlord’s Mortgagee may reasonably request (collectivelyconsultants, a “Completed Application for Payment”). Landlord shall pay including the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following TenantBuilding’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 mechanical 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Leaseelectrical engineers. (b) No more frequently than once every thirty (30) days, Tenant may request payment to Tenant from the Must-Take CB Space Construction Allowance for work performed during the previous thirty (30) day period. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts for which payment by Tenant is due (as certified by Tenant’s independent architect) to the General Contractor, subcontractors and suppliers which have not been subject to previous disbursements from Landlord. Such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisition therefor, signed by Tenant’s independent architect, which requisitions shall set forth the names of each contractor, subcontractor and supplier to whom payment is due, and the amount thereof, and shall be accompanied by (i) invoices and signed waivers and releases of lien in form reasonably acceptable to Landlord from the General Contractor and all subcontractors, and suppliers covering all work and materials which were the subject of progress payments by Landlord (and if applicable, Tenant), (ii) a written certification from Tenant’s architect that the work which is being paid by such progress payment has been completed substantially in accordance with plans previously approved by Landlord, and (iii) such other documents and information as Landlord may reasonably request. Landlord may retain ten percent (10%) of amounts due for such work (or such larger amount which may be required by statute, if applicable), with the final payment of such retainage being payable within thirty (30) days following Substantial Completion of the TI Work and Tenant’s delivery to Landlord of (1) all invoices and final lien waivers from the General Contractor, subcontractors, and suppliers in form reasonably acceptable to Landlord, (2) a CAD set of as-built Drawings for the TI Work, (3) a certificate of occupancy from the appropriate governmental authority, if applicable to the TI Work, or evidence of governmental inspection and approval of the TI Work, and (4) evidence of compliance with the Texas Accessibility Standards of the Texas Department of Licensing and Regulations. The Must-Take CB Space Construction Allowance must be used on by Tenant Work performed within twelve (12) months from and including the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant Effective Date of this Amendment; any portion which is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant so used shall execute and deliver a letter thereupon belong to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, absolutely and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidrights thereto.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costsnot exceeding $195,524.00 (namely, as adjusted for any changes to the Tenant Work$12.00 per square feet in Suite 160 and $8.00 per square foot in Suite 150). If the Total Construction Costs are estimated to exceed the The Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premisesmay be allocated to either bio-lab or office finish out and, then no advance of the at Tenant’s discretion, can be used for either or both Xxxxx 000 xxx Xxxxx 000. 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 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 request 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: used for (i) a request for payment construction costs under the construction contract and sworn statements of Tenant and contractorsubcontracts, (ii) final or partial lien waivers, as a construction management fee of 3% of Total Construction Costs to be paid to Landlord (and which shall be deducted by Landlord from 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 paymentConstruction Allowance), (iii) the Architect’s certification that cost of the Tenant Work for which reimbursement has been requested has been finally completedDrawings and the construction documents, including (with respect any third party fees incurred by Landlord to pay for review of the last application for payment only) any punch-list items, on the appropriate AIA form or another form approved Drawings by Landlord’s consultants, including the Building’s mechanical and electrical engineers, 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 tenant directory 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Leasesuite signage. (b) No more frequently than once every thirty (30) days, Tenant may request payment to Tenant from the Construction Allowance for the Work performed during the previous thirty (30) day period. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts for which payment by Tenant is due (as certified by Tenant’s independent architect) to the General Contractor, subcontractors and suppliers which have not been subject to previous disbursements from Landlord. Such progress payments shall be made within thirty (30) days next following the delivery to Landlord of requisition therefor, signed by Tenant’s independent architect, which requisitions shall set forth the names of each contractor, subcontractor and supplier to whom payment is due, and the amount thereof, and shall be accompanied by (i) invoices and signed waivers and releases of lien in form reasonably acceptable to Landlord from the General Contractor and all subcontractors, and suppliers covering all work and materials which were the subject of progress payments by Landlord (and if applicable, Tenant), (ii) a written certification from Tenant’s architect that the Work which is being paid by such progress payment has been completed substantially in accordance with plans previously approved by Landlord, and (iii) such other documents and information as Landlord may reasonably request. Landlord may retain twenty percent (20%) of amounts due for such Work (or such larger amount which may be required by statute, if applicable), with the final payment of such retainage being payable within thirty (30) days following Substantial Completion of the Work and Tenant’s delivery to Landlord of (1) all invoices and final lien waivers from the General Contractor, subcontractors, and suppliers in form reasonably acceptable to Landlord, (2) a CAD set of as-built Drawings for the Work, (3) a certificate of occupancy from the appropriate governmental authority, if applicable to the Work, or evidence of governmental inspection and approval of the Work, and (4) evidence of compliance with the Texas Department of Licensing and Regulations’ (“TDLR”) Texas Accessibility Standards (“TAS”) (the “TAS Compliance Letter”). The Construction Allowance must be used on by Tenant Work performed within twelve (12) months of the Relocation Premises and date of the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant Contingency Satisfaction Notice; any portion which is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant so used shall execute and deliver a letter thereupon belong to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, absolutely and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidrights thereto.

Construction Allowance. (a) Landlord shall provide agrees to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed contribute the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no advance specified in Section 1.15. Disbursement of the Construction Allowance shall be made by in two equal payments (i.e., the Construction Allowance is $150,000, then two payments of $75,000.00) in accordance with the following procedure: Tenant shall submit to Landlord until Tenant has first paid a written statement (the "Payment Statement") setting forth (i) all the amounts payable to the contractor from its own funds Tenant's contractors and vendors; (ii) an architect's statement certifying 50% or 100% completion of Tenant's Work, as applicable; (iii) a copy of all bills and provided reasonable evidence thereof invoices pertaining to Landlordsuch Tenant's Work totaling a minimum of one-half (1/2) the anticipated 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 which Tenant as shown on the projected Total bills and invoices, with the difference between 1/2 of the Construction Costs exceed Allowance and the amount paid as the first payment paid as part of the 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. Thereafter, Landlord shall pay issue a check to Tenant (or at Tenant’s request directly to Tenant’s general contractor) for 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 first payment and sworn statements of Tenant and contractor, the second payment within ten (ii10) 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 days after 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”). 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 '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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay Payment Statement for such soft costspayment provided that, at Landlord’s request Tenant shall execute and deliver a letter to 's option, Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a withhold fifteen percent (15%) of the Construction Allowance out of the second written notice (“Offset Exercise Notice”) requesting payment of until such unpaid amounts time as Tenant has completed all punch list items to Landlord's reasonable satisfaction and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts shall be payable within ten (10) business days after such Offset Exercise Notice Landlord's receipt of a notice from 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 received by Landlordalready due and owing under this Lease as of the date the payment of the Construction Allowance is to be made, then provided no Default exists Tenant may withhold and offset such unpaid sums shall be deducted from and against 25% of Base Rent next due until paidthe Construction Allowance before said Construction Allowance is paid to Tenant.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 569,030.00 (based on an allowance of $55.00 per rentable square foot in the Relocation Premises Premises) (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If The Construction Allowance shall be paid in equal installments with each construction draw as established in Tenant’s master construction contract with its general contractor for the Total Construction Costs are estimated to exceed Work, based on a fraction, the numerator of which is the Construction Allowance and the denominator of which is Tenant’s total construction cost. Tenant shall submit each request for a draw against the Construction Allowance to Landlord in writing, setting forth the amount requested, accompanied by more than $5.00 per rentable square foot the following: (i) a certification by Tenant’s architect that the Work has been completed as required by this Exhibit C and in accordance with the approved Working Drawings to the extent requested by Tenant; and (ii) conditional lien waivers and other forms of evidence satisfactory to Landlord (including without limitation paid invoices from all architects, contractors, subcontractors, laborers and materielmen previously for which payment is or has been requested or unconditional lien waivers for previously paid work) for all amounts of the Relocation Premises, then no advance Construction Allowance previously paid by Landlord. Such draw requests shall be paid within fifteen (15) days after Landlord’s receipt of the foregoing. Landlord’s final payment of the Construction Allowance shall be made by Landlord until Tenant has first paid subject to the contractor following conditions: (a) The Work has been substantially completed as required by this Exhibit C and in accordance with the Working Drawings agreed upon by the parties as set forth in said Exhibit C. (b) Landlord has been furnished a copy of all of Tenant’s building and construction permits, as built plans, and all final, unconditional lien waivers and other forms of evidence satisfactory to Landlord (including, without limitation, certification from its own funds Landlord’s roofer that all roof penetrations, if applicable, have been sealed correctly and the roof warranty is intact, and, if requested by Landlord, a recorded “Notice of Completion” for all of the Work) that all construction costs incurred by Tenant in connection with work done by Tenant have been paid and that there are no amounts due any architect, contractor, subcontractor, laborer or materialman. (c) A Certificate of Occupancy has been issued to Tenant and provided reasonable evidence thereof to LandlordTenant is open for business in the Premises. (d) the anticipated amount by which the projected The actual Total Construction Costs incurred by Tenant are equal to or exceed the amount of the Construction Allowance. ThereafterIn the event the Construction Allowance is greater than the cost incurred by Tenant, the Construction Allowance shall be reduced to the actual cost so incurred. In the event the foregoing conditions have been met and there is no Event of Default by Tenant under any of the provisions of the Lease, then Landlord shall pay to Tenant within 15 (or at Tenant’s request directly to Tenant’s general contractorfifteen) 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”). 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. Ifwritten request therefor, howeveror such person as Tenant may direct, 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 disbursement remaining amount 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 Tenant Work or materials in connection therewith covered by previously funded applications provided 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) herein. The Construction Allowance must be used on Tenant Work performed within six (6) months following the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures Commencement Date or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 3,393,990.00 (based on $90.00 per rentable square foot in the Relocation Premises Expansion Space) (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Expansion Space Work. If 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 are estimated to exceed the Costs. The Construction Allowance by more than shall be spent as follows: Tenant shall use at least $5.00 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 Relocation PremisesExpansion Space Work, then no advance subject to the following conditions: (a) the 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 Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds California Code of Regulations (and provided reasonable evidence thereof to Landlord“Title 24”); (b) the anticipated amount 6th Floor Work and any additional construction work performed by which Tenant in the projected Total Construction Costs exceed 6th Floor Space shall include an open ceiling, installation of the amount 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 requirements of Title 24 in effect as of the date hereof; and (c) Tenant shall not be entitled to use any unused portion of the Construction Allowance. ThereafterFor the avoidance of doubt, Landlord Xxxxxxxx’s costs in connection with the Expansion Space Work shall pay in no event exceed the Construction Allowance, 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 (or at shall be responsible for all costs of the Expansion Space Plans, the MEP Plans, the FLS Drawings, Tenant’s request directly to Tenant’s general contractor) suite signage, the Construction Allowance Permit Application and the Expansion Space Work 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% excess 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide Subject to Tenant a construction allowance 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 ($135.00 per rentable square foot in the Relocation Premises 55,786.09) (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes cost of the Subtenant Improvements to the Tenant Work. If Subleased Premises provided the Total Construction Costs same are estimated to exceed (A) constructed substantially in accordance with the Construction Allowance by more than $5.00 per rentable square foot of the Relocation PremisesApproved Space Plans, then and (B) completed on or before December 31, 2012, except that no advance portion 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowanceapplied toward Subtenant’s personal property. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in If 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”). 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 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 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 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 advance of the Construction Allowance Subtenant Improvements are not satisfiedcompleted on or before December 31, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used 2012, then Sublandlord shall have no obligation to pay for furniture, fixtures all or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a any portion of the Construction Allowance to pay for Subtenant relative to the portion of Subtenant Improvements not completed by such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming date. If the exact amount cost of the Subtenant Improvements exceeds the Construction Allowance used to Allowance, such excess amount shall be borne solely by Subtenant. Sublandlord shall pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay 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, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction an allowance (the "Construction Allowance") not to exceed $135.00 per rentable square foot 38,992.00 to be used by Tenant to construct and install the Leasehold Improvements in the Relocation Leased Premises (upon the “Construction Allowance”) to be applied toward terms and conditions set forth in this Schedule 2. Landlord and Tenant agree that Landlord shall own the Total Construction Costs, Leasehold Improvements as adjusted constructed by Tenant and Tenant shall have no right or interest in the Leasehold Improvements except as a lessee hereunder. The cost of the Leasehold Improvements shall include all costs of labor and materials for any changes the physical improvements to the Tenant WorkLeased Premises including, but not limited to, partitioning, doors, frames, hardware, millwork, finishes, mechanical work and electrical work, plus fees and overhead to Tenant's Contractor. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no advance Any portion of the Construction Allowance not used for construction of the Leasehold Improvements shall be made forfeited 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 Tenant shall not receive such unused portion of the Construction Allowance. Thereafter, Allowance or any credit therefor. (b) Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) disburse the Construction Allowance in multiple disbursements to Tenant to enable Tenant to make progress payments to pay costs of constructing and installing the Leasehold Improvements until the Construction Allowance has been fully exhausted; provided, that Landlord shall not be obligated to disburse funds for materials stored off-site, and provided further, that Landlord receives from Tenant and is reasonably satisfied with the form and content of (but not more than once in any calendar month) following the receipt by Landlord of the following items: (ia) 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, (iiib) a copy of a certificate signed by Tenant's architect certifying the Architect’s certification that percentage of completion of the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect Leasehold Improvements and approving payment of an amount at least equal to the last application amount set forth in Tenant's request for payment only) any punch-list items, on the appropriate AIA form or another form approved by Landlord, andpayment, (ivc) with respect to the disbursement partial releases of the last 10% liens and/or lien waivers from Tenant's Contractor and subcontractors requesting payment, and (d) a copy 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 Contract (collectively, a “Completed Application for Payment”the "Back-Up"). 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 disbursement payment of the Construction Allowance during the pendency of at any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for payment, (2) time 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.an

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot In the manner provided in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafterthis Section 3, Landlord shall pay to Tenant a “Construction Allowance” of up to One Million Thirty-Six Thousand Three Hundred Twenty Dollars (or at $1,036,320.00) (based on $40.00 per rentable square foot and the Premises containing 25,908 rentable square feet), but not exceeding the actual cost of Tenant’s request directly to Work. The Construction Allowance may be used only for the cost of preparing design and construction documents and mechanical and electrical plans for Tenant’s general contractor) Work and for the hard costs of Tenant’s Work. In no event shall 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 be used for the Tenant Workpurchase of equipment, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt furniture or other items 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 personal properly 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must Allowance, less a 10% retainage (which retainage shall be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or payable as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion part of the Construction Allowancefinal draw), not shall be paid to exceed an amount equal Tenant or, at Landlord‘s option, to $35.00 per rentable square foot the order of Tenant’s general contractor (the “GC”), in periodic disbursements, on a progress-payments basis (based on the percentage of completion), within thirty (30) days after Landlord’s receipt of the Relocation Premisesfollowing documentation: (i) an application for payment and sworn statement of the GC substantially in the form of AIA Document G702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from Tenant’s architect (the “Architect”) substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document 0702; (iii) lien waivers from the GC, to pay the Architect, all subcontractors, all material suppliers and any other parties having lien rights, covering all of Tenant’s Work for furniturewhich disbursement is being requested and all other statements and forms required for compliance with applicable mechanics’ lien laws, fixtures or equipmenttogether with all such invoices, moving costs, cabling costs, contracts and other soft costs associated with the Relocation Premises. Should supporting data as Landlord may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; and (v) Tenant’s request for disbursement containing an approval by Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute work done and deliver a letter to Landlord confirming the exact amount good faith estimate of the Construction Allowance used cost to pay for such soft costscomplete Tenant’s Work. Should Tenant elect Prior to use a portion the commencement of the Construction Allowance to pay for such costsTenant’s Work, Tenant shall provide Landlord with a written request that includes copies documentation reasonably acceptable to Landlord showing the estimated cost of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt ail of Tenant’s requestWork. If the estimated cost of Tenant’s Work exceeds the Construction Allowance, then Tenant shall be entitled to the Construction Allowance in accordance with the terms hereof, but each individual disbursement of the Construction Allowance shall be disbursed in the proportion that the Construction Allowance bears to the total cost of Tenant’s Work, less the 10% retainage referenced above. (c) Upon the completion of Tenant’s Work, and prior to the final disbursement of the Construction Allowance, Tenant shall furnish Landlord with: (1) the GC’s and the Architect’s completion affidavits; (2) full, final and unconditional lien waivers from the GC and the Architect and all contractors, subcontractors, architects, engineers and other parties having lien rights, covering all of Tenant’s Work: (3) receipted bills covering all labor and materials expended and used: (4) as-built plans for Tenant’s Work: and (5) the certification of Tenant and the Architect that Tenant’s Work has been completed and installed in a good and workmanlike manner in accordance with the approved Working Drawings and all applicable Laws. In no event shall Landlord be required to disburse the Construction Allowance more than one time per month. Tenant has an absolute obligation to provide all of the documents and materials listed in this Section 3; such documents and materials are not merely conditions to Landlord’ obligation to make disbursements of the Construction Allowance. (d) Landlord shall provide lien waivers deduct from the Construction Allowance, prior to each disbursement to Tenant, a portion of the total Construction Coordination Fee calculated pursuant to Section 6.4 of the Lease, based upon the percentage of completion covered by the progress payment in question. The total amount of the Construction Coordination Fee shall be calculated based on the total cost of Tenant’s Work as appropriateset forth in the cost estimate provided to Landlord as required above. No Upon the completion of Tenant’s Work, if the final cost of Tenant’s Work is greater than the estimate upon which the Construction Coordination Fee was originally calculated, Tenant shall pay to Landlord any additional payment required pursuant to the formula set forth in Section 6.4 of the Lease, but Tenant shall not be entitled to any credit if the cost of Tenant’s Work turns out to be less than originally estimated. Landlord shall not be required to pay any portion of the Construction Allowance may be used as a credit against Rent due at any time during which Tenant is in default under the Lease. (c) The . Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance must be used (i.e. work performed and invoices submitted Allowance. Tenant shall have no right to Landlord) by June 30, 2020, or any portion of the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date that is nine months after the same is due, then Tenant shall have date of the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidLease.

Construction Allowance. (a) In addition to the Landlord shall provide Contribution and the Revolving Door Contribution, Landlord agrees to Tenant a construction allowance not pay an amount up to exceed $135.00 per rentable square foot in the Relocation Premises [* * *] (the “Construction Allowance”) to be applied toward so-called “hard costs” to perform the Total Construction CostsInitial Work (including the GC Fees and the CM Fees), as adjusted provided, however, if (A) the lowest responsible bid for any changes to the Tenant Work. If the Total Construction Costs are estimated to Initial Work does not exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then 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 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 request 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 aboveMaximum Amount, and (3B) 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 aggregate 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 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 Tenant Work or materials Soft Costs incurred in connection therewith covered by previously funded applications for paymentwith the Initial Work exceeds the Soft Cost Cap, (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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use then a portion of the Construction Allowance, in an amount not to exceed [* * *], may be used towards Soft Costs (the “Excess Soft Costs Cap”), in which event, (i) Tenant shall be reimbursed for such Soft Costs in accordance with the provisions of Section 46.D(5) above, in an amount equal not to $35.00 per rentable square foot exceed the Excess Soft Costs Cap, and (ii) the Maximum Amount shall be reduced by the amount of Soft Costs paid from the Construction Allowance. (b) If, upon completion of the Relocation PremisesInitial Work, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a there remains any unused portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costsAllowance, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of have the right to utilize such remaining amount towards the so-called “hard costs” to perform the Tenant Fixturing as it relates to fixtures and/or exhibitions only, and Landlord shall reimburse specifically excluding costs for other personal property of Tenant for and/or “soft costs” such amounts within 30 days of receipt of Tenant’s requestas, but not limited to, travel expenses, accommodations cost and/or legal fees and expenses. Tenant shall provide lien waivers as appropriate. No portion be reimbursed for such Tenant Fixturing costs in accordance with the provisions of the Construction Allowance may be used as a credit against Rent due under the LeaseSection 46.D(5) above. (c) The entire Construction Allowance must utilized for costs related to the preparation and/or revision of the Proposed Plans, the Final Plans, the Construction Plan, and/or to obtain the Building Permits, the Temporary Occupancy Permits and/or the Final Occupancy Permits, and/or to perform the Initial Work shall be used (i.e. work performed reimbursed to Landlord by Tenant by increasing the Fixed Annual Rent reserved and invoices submitted covenanted to Landlord) be paid by June 30Tenant to Landlord under this Lease, 2020, or by the annual amount required to fully amortize the Construction Allowance over the initial term of the Lease, plus interest thereon at the rate of twelve percent (12%) per annum (bust subject to an accelerated schedule if this Lease is terminated prior to the Expiration Date) (the “Additional Amortized Rent”). The Fixed Annual Rent, which includes Additional Amortized Rent, is set forth on Exhibit C and Exhibit C-1 annexed hereto and made a part hereof. If the entire Construction Allowance is not utilized, then the Additional Amortized Rent shall be deemed forfeited recalculated to account for the actual amount of the Construction Allowance utilized in connection with no further obligation by Landlord the preparation and/or revision of the Proposed Plans, the Final Plans, the Construction Plan, and/or to obtain the Building Permits, the Temporary Occupancy Permits and/or the Final Occupancy Permits, and/or to perform the Initial Work and/or as otherwise utilized in accordance with respect theretothe terms of this Lease. (d) If Landlord defaults in Landlord’s obligation shall be entitled to pay make draws from the Landlord Contribution, the Revolving Door Contribution (if applicable) and/or the Construction Allowance pursuant as costs are incurred for Soft Costs and/or hard costs relating to Section 9 the Proposed Plans, the Final Plans, the Construction Plans, obtaining the Building Permits, the Temporary Occupancy Permits and/or the Final Occupancy Permits, and/or to performing the Initial Work. Landlord shall provide Tenant with a reasonably detailed accounting of this Exhibit B-1all amounts drawn from the Landlord Contribution and/or the Construction Allowance not less than every thirty (30) days. (e) Tenant acknowledges and agrees that all hard costs to perform the Initial Work shall be subject to a two and one-half percent (2.5%) construction management fee (the “CM Fee”), or any portion thereofpayable by Tenant as additional rent, within five (5) days after the date the same is dueprovided, then Tenant shall have the right to give however, such amount may be paid from Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidContribution and/or Construction Allowance.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 15.00 per rentable square foot in the Relocation Premises (the “Construction Initial Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated exceed the Initial Allowance, Landlord agrees to advance on behalf of Tenant, following Tenant’s written request, an amount not to exceed the Construction Allowance by more than $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 Relocation Premises, then no Lease. The Initial Allowance and the Additional Allowance are hereinafter referred to as the “Construction Allowance”. 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) 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 Premises to the extent reasonably applicable lawto the Work, (2) Tenant’s occupancy of the record drawing in CAD formatPremises for the conduct of its business, PDF format (3) delivery of the architectural “as-built” plan for the Work as constructed (and hard copy required by Section 5 as set forth above) to Landlord’s construction representative (set forth below) to the extent reasonably applicable to the Work, and (34) 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”). 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building Complex or the Relocation 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 or the Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within six months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 200,000.00 (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no advance Payment 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafteras follows: No more frequently than once per month, Landlord shall pay make payments to Tenant for the work performed at the Premises during the previous month. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant or for which payment by Tenant is due (or at as certified by Tenant’s request directly 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). 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) the Construction Allowance in multiple disbursements , and (but not more than once in any calendar month) following the receipt by Landlord of the following items: (iB) a request for payment and sworn statements of Tenant and contractor, (ii) final or partial lien waivers, as the case may be, written certification 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 ArchitectTenant’s certification Architect that the Tenant Work work for which reimbursement has been payment is being requested has been finally completed, including (completed substantially in accordance with respect to the last application for payment only) any punch-list items, on the appropriate AIA form or another form plans previously 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”). 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 set forth herein, if Tenant does not pay any contractor or supplier as required by this Exhibitprovision, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be obligated deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to make any disbursement Tenant an invoice therefor. The final payment of the Construction Allowance during (and the pendency of any of the followingAdditional Allowance described below, if applicable) shall be payable to Tenant only upon: (1i) Landlord has received written notice completion of any unpaid claims relating all Work to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for payment, Landlord’s satisfaction; (2ii) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s interest therein by reason delivery to Landlord of work done, a true copy of its Certificate of Occupancy (or claimed to similar governmental occupancy permit); (iii) Landlord’s satisfaction that all bills have been donepaid to Tenant’s contractors, or materials supplied or specifically fabricatedsubcontractors and professionals (including without limitation final lien waivers); and (iv) Tenant’s commencement of business in the Premises. The Construction Allowance (and the Additional Allowance, claimed to have been supplied or specifically fabricated, to or for Tenant or if requested within the Relocation Premises, time period set forth below) must be used within three (3) years following the conditions to the advance of the Construction Allowance are not satisfied, Commencing Date or (4) Tenant is in Default under the Lease. (b) shall be deemed forfeited with no further obligation by Landlord with respect thereto The Construction Allowance must be used on Tenant Work performed within twelve (12) months following the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures Commencing Date or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 30.00 per rentable square foot in the Relocation Additional Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes Costs to the Tenant WorkAdditional Premises only. If the Total Construction Costs are estimated Up to exceed the Construction Allowance by more than $5.00 10.00 per rentable square foot of the Relocation Premises, then 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 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 request 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as for telephone cabling and computer cabling for the Additional Premises and the Existing Premises, moving costs, furniture and reduction to the Base Rent for the Additional Premises. No more than $2.00 per rentable square foot may be used for a credit against 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 (15) 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 under from Tenant for the Lease. 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 City of Irving or the Las Colinas Association requirements. The Construction Allowance must be used within twelve (i.e. work performed and invoices submitted to Landlord12) by June 30, 2020, months following the Effective Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. . Notwithstanding the foregoing, following the expiration of such twelve (d12) month period, if any undisbursed Construction Allowance then remains, up to $2.00 per rentable square foot of the Construction Allowance shall be automatically applied to a reduction in the Base Rent beginning on the payment which is due following thirteen (13) months from the Effective Date. If Landlord defaults in Landlord’s obligation fails to timely pay all or any portion of the Construction Allowance pursuant to Section 9 the provisions of this Exhibit B-1Section 8, or any portion thereof, within five and provided that (5x) such failure continues for 90 days after the date the same is due, then Tenant shall have the right to give notifies Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord failure that Tenant intends to offset set off such amount against rent if not paid. In the event 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 contest provide notice to the Tenant of Landlord’s dispute to Tenant’s entitlement to the amount claimed by Tenant, then Tenant may offset such amount against the next installment of Rent coming due under this Lease. If Landlord sends notice to Tenant within 90 days of the Offset Notice that the Landlord disputes Tenant’s claim that Landlord has failed to pay the Construction Allowance, 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 conclusively binding on the parties, and judgment upon the decision may be entered in good faith or fully pay such amounts within ten any court having jurisdiction. Following the determination of the arbitrator: (10x) business days after such Offset Exercise Notice if the dispute is received resolved in favor of Tenant, then Tenant may offset the actual amount of the Construction Allowance claimed by Tenant against the next installment of Rent due under this Lease; and (y) if the dispute is resolved in favor of Landlord, then provided no Default exists Tenant may withhold shall pay all costs and offset such unpaid sums from and against 25% of Base Rent next due until paidattorney’s fees incurred by Landlord in connection with the arbitration.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 20.00 per rentable square foot in the Relocation Premises (i.e., $1,293,860) (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no 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 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 request 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: (ia) a request for payment and sworn statements of Tenant owner and contractor, (iib) 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, (iiic) 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 1020% of the Construction Allowance, (1i) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law(ii) Tenant’s occupancy of the Premises, (2iii) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (3iv) 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 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 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default default (after expiration of any notice and cure period) under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, within 12 months following the Commencement Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay . No portion of the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against may be used as rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidcredit.

Construction Allowance. (a) Xxxxxxxx agrees that in consideration of Xxxxxx's completing Tenant's construction work in accordance with the requirements of this Lease, Landlord shall provide will make a contribution to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 amount of the Relocation Premiseslesser of i) $450,000.00; or ii) the cost of Tenant's leasehold improvements but exclusive of the cost of plans, then no advance signage, equipment, furniture, moveable trade fixtures and other personal property. Payment of the Construction Allowance shall be made through a disbursing agent as approved by Landlord until Xxxxxxxx's bank. Tenant has first paid shall be required to 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 Escrow Agreement) approved by all parties is attached to this Lease and will be executed by all parties prior to the contractor from its own funds (and provided reasonable evidence thereof to Landlord) commencement of construction. In the anticipated amount by which the projected Total Construction Costs exceed event the amount of the Construction Allowance. Thereafterconstruction contract is in excess of $450,000, Landlord Tenant shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) deposit with the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following disbursing agent the receipt by Landlord amount of the following items: (i) difference before Landlord is required to deposit any funds with the disbursing agent. Tenant's deposit need not be made in one lump sum in advance. Partial deposits may be made in a request timely manner so that money is available for payment to the contractors when due. Tenant shall also promptly deposit with the disbursing agent the amount of any change orders to the extent the construction contract is in excess of $450,000. LANDLORD TENANT BACHELOR FOODS, INC. PANERA, INC. By: By: ---------------------------- ------------------------------ Xxxx X. Bachelor Xxxxxxx X. Xxxxxxx President Senior Vice President and sworn statements 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 Revolving Credit Agreement dated as of Tenant December ____, 2000 (as amended and contractorin effect on the date hereof, (ii) final or partial lien waiversthe "Credit Agreement"), between the undersigned, as Borrower and SunTrust Bank, as Lender. Terms defined in the case may beCredit Agreement are used herein with the same meanings. This notice constitutes a Notice of Borrowing, from all persons performing work or supplying or fabricating materials for and the Tenant WorkBorrower hereby requests a Loan under the Credit Agreement, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iii) that connection the Architect’s certification that Borrower specifies the Tenant Work for which reimbursement has been requested has been finally completed, including (following information 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”). Landlord shall pay the amount Revolving Borrowing 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.hereby:

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 7.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) 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 form. or another form approved by Landlord, and, (iv) with respect to the disbursement of the last 1020% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format and hard copy required by Section 5 (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 (34) 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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) 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 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, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within twelve (12) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 38.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”"CONSTRUCTION ALLOWANCE") to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If ; provided, however, not more than $3.00 per rentable square foot of the Construction Allowance shall be applied to the architectural and engineering design portion of the Total Construction Costs are estimated to exceed the Costs. The Construction Allowance may be increased by more than up to $5.00 per rentable square foot in the Premises (the "CONSTRUCTION ALLOWANCE INCREASE") at Tenant's written request to Landlord, which Construction Allowance Increase shall be amortized monthly over the remainder of the Relocation Premisesinitial 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 no the parties shall execute an amendment to 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 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractor, payment; (iib) 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, ; and (iiic) the Architect’s '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 punchlist 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 temporary certificate of occupancy issued for the Relocation Premises, if required by applicable law, ; (2) Tenant's occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 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 (34) an estoppel certificate confirming such factual matters as Landlord or Landlord’s 's Mortgagee may reasonably request (collectively, a “Completed Application for Payment”"COMPLETED APPLICATION FOR PAYMENT"). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 thirty (30) days following Tenant’s '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 's payment of such request shall be deferred until 30 thirty (30) days following Landlord’s '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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement; (2B) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s '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 Relocation Premises, ; (3C) the conditions to the advance of the Construction Allowance are not satisfied, ; or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide an allowance of up to $82,200.00 (the "Construction Allowance") toward the cost of Landlord-approved leasehold improvements and related permitting and architectural fees incurred by Tenant a construction allowance not in connection with improvements to exceed $135.00 per rentable square foot be performed by Tenant in the Relocation Premises Leased Premises. Landlord shall reimburse Tenant for such costs (the “Construction Allowance”) up to be applied toward the 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 Relocation Premises, then 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance) within thirty (30) days after Landlord's receipt of receipted bills covering all labor and materials expended and used in the leasehold improvements and full and final waivers of lien from all contractors and subcontractors performing any work in connection therewith. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) 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 the sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. 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 multiple disbursements (but not more than once in any calendar month) following all respects by the receipt by Landlord terms 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 completedLease, 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 without limitation Section 12 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”). 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 PaymentLease Agreement. Notwithstanding anything herein to the contrary contained in this Exhibitcontrary, Landlord shall not be obligated to make disburse any disbursement portion of the Construction Allowance during the pendency continuance of any of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the an uncured default by 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises , as amended, and the Total Construction Costs Landlord's obligation to disburse shall only resume when and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant if such default is not in Default, Tenant may use a portion cured. Landlord hereby approves of the Construction Allowanceimprovements described in the Estimate prepared by Texas Comfort Systems LLC dated August 13, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises2019, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers attached hereto as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.A.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not (the "CONSTRUCTION ALLOWANCE") equal to exceed the lesser of (a) the sum of (i) $135.00 25.00 per rentable square foot in the Relocation Premises Premises, and (ii) at Tenant's option, an additional $5.00 per rentable square foot in the “Construction Allowance”Premises, provided that any such additional allowance under this clause (ii) shall be repaid by Tenant to Landlord in equal monthly installments of principal and interest amortized over the initial Term of this Lease at an interest rate of ten and one-half percent (10.5%) per annum, such option to be applied toward 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. If the Total Construction Costs are estimated , then Tenant shall not become entitled to exceed full credit for the Construction Allowance by more than $5.00 per rentable square foot until the Work has been Substantially Completed and Tenant has caused to be delivered to Landlord (1) all invoices from contractors, subcontractors, and suppliers evidencing the cost of performing the Work, together with lien waivers from such parties, and a consent of the Relocation Premisessurety to the finished Work (if applicable) and (2) a certificate of occupancy from the appropriate governmental authority, then no advance if applicable to the Work, or evidence of governmental inspection and approval of the Construction Allowance shall be made by Landlord until Tenant has first paid Work. Notwithstanding anything contained herein 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. Thereaftercontrary, Landlord shall agrees (A) to pay to Tenant (or at Tenant’s request 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 upon execution of the following items: (i) a request for payment and sworn statements of Tenant and contractorthis Lease, (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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount Allowance equal to $35.00 1.00 per rentable square foot of in the Relocation Premises; (B) at Tenant's option, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use may apply a portion of the Construction Allowance to pay for such soft costscosts and expenses incurred by Tenant in relocating to the Premises, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costsspace planning, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such design costs, and project management costs (collectively, the "OTHER COSTS"); and (C) to the extent the sum of Total Construction Costs and Other Costs is less than $25.00 per rentable square foot in the Premises, Landlord shall reimburse pay to Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as in cash a credit against Rent due under the Lease. sum equal to seventy-five percent (c75%) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidunused Construction Allowance.

Construction Allowance. (a) Subject to the terms and provisions of this Lease, Landlord shall provide hereby commits to Tenant a construction allowance not expend the funds necessary to exceed $135.00 per rentable square foot in acquire the Relocation Premises Land and develop and construct the Building Improvements (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no advance of the The Construction Allowance shall be made applied only to the costs and expenses of (a) Tenant’s acquisition of the Land from Techbilt Construction Corp (“Techbilt”) and the acquisition of the Land by Landlord until from Tenant, including all closing costs and expenses thereof, (b) reimbursements to Tenant has first for the costs specified on Exhibit I attached hereto (such reimbursement to be made on or before the Effective Date), (c) construction, (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 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 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 contractor from its own funds architects, engineers or contractors to compensate them for the actual cost to obtain access to or use of intellectual property (and provided reasonable evidence thereof to Landlord) such as software), if any, that is necessary or desirable for the anticipated amount by which the projected Total Construction Costs exceed the amount design or construction of the Construction Allowance. ThereafterBuilding Improvements; and (p) any other costs and expenses necessary for the acquisition, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) development and construction of the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt Premises as determined 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 its reasonable discretion (collectively, a the “Completed Application for PaymentConstruction Allowance Costs”). Landlord shall pay the amount requested in the applicable Completed Application By way of example and 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 incorrectclarity purposes only, 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of disburse the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant the expenses set forth in the line items specified in the Budget. In no event shall execute and deliver a letter to Landlord confirming the exact amount of 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 the Land, the negotiation of the Lease or Landlord’s Construction Work), (w) the cost of work not authorized by the 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 Work), (y) costs resulting from any default by Tenant of its obligations under this Lease, to the extent that Landlord has been reimbursed for such 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 deemed to constitute “Disbursements”, and “Aggregate Disbursements” will mean (i) the aggregate amount of Construction Allowance funds disbursed by Landlord for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for Costs, plus (ii) capitalized interest calculated on each such costs, Tenant shall provide Landlord with a written request that includes copies Disbursement based on the aggregate amount of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under funds disbursed (including, without limitation, any previously incurred capitalized interest) at the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted rate of LIBOR plus [***]% per annum, such interest to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.compound

Construction Allowance. (a) Landlord shall provide As a contribution to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Tenant's Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant a construction allowance (or at the "CONSTRUCTION ALLOWANCE") of SIX HUNDRED THOUSAND and No/100 Dollars ($600,000.00). An interim payment of ZERO and No/100 Dollars ($0) shall be paid on Tenant’s request directly to 's completion of one-third of Tenant’s general contractor's Work. An additional interim payment of ZERO and No/100 Dollars ($0) the Construction Allowance in multiple disbursements shall be paid upon Tenant's completion of two-thirds of Tenant's Work. The final remaining payment of SIX HUNDRED THOUSAND and No/100 Dollars (but not more than once in any calendar month$ 600,000.00) following the receipt by Landlord shall be paid upon completion 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 Tenant's 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”). Landlord shall pay the amount requested in the applicable Completed Application for Payment such installments to Tenant within 30 fifteen (15) days following after Tenant’s submission 's written request therefor and delivery to Landlord of a true copy of the Completed Application certificate of occupancy for Payment. Ifthe Premises (which requirement, however, if the Completed Application governing jurisdiction issues temporary certificates of occupancy in connection with the initial opening for Payment is incomplete or incorrect, Landlord shall promptly notify Tenant business of the same and Landlord’s payment Premises, will be satisfied by Tenant's delivery of such request shall be deferred until 30 days following temporary certificate of occupancy (subject to the qualification stated below) to Landlord’s receipt , but Tenant will thereafter continue to pursue, obtain and provide to Landlord a copy of the corrected Completed Application 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 Payment. Notwithstanding anything to completion and issuance of a final certificate of occupancy such that the contrary contained in this Exhibit, Landlord shall "punch list" items cannot reasonably be obligated to make any disbursement completed within one hundred and twenty (120) days from the date of delivery of the Construction Allowance during temporary certificate of occupancy to Landlord, then Landlord will have the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating right to any portion of the withhold from disbursement to 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a such portion of the Construction Allowance as may be reasonably necessary to pay provide security for such soft costscompletion of all "punch list" items, at Landlord’s request Tenant shall execute and deliver a letter in an amount equal to Landlord confirming the exact amount 115 percent (115%) of the Construction Allowance used estimated cost to pay for such soft costsfinish all "punch list" items. Should Tenant elect to use a portion Upon the prior written request of the Construction Allowance to pay for such costsLandlord, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide partial mechanics' lien waivers for all Major Contractors (as appropriatedefined 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). No portion Failure by the Landlord to pay any installment of the Construction Allowance may be used allowance when due shall constitute a default of Landlord under this Lease. In addition to any remedies available to Tenant under this Agreement or at law or equity as a credit result of Landlord's default, Tenant may: (a) charge Landlord interest on the overdue amount from the date such installment is due on all delinquent installments at the lesser of (i) the highest rate allowed by law or (ii) a rate of 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 Minimum Rent, Percentage Rent and/or Additional Rent payments first coming due under the Leasethis Lease until such delinquency is fully repaid. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in Upon the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 completion of the Relocation Premises, then 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 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 request 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 Front Facade 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Defaultdefault of the terms and provisions of this Lease, has completed such Front Facade Work in accordance with the applicable 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 ($10,000.00) for Tenant’s Work, Landlord shall, within thirty (30) days thereafter, pay to Tenant, as Landlord’s contribution to Tenant’s Work, the sum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (hereinafter referred to 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 may use a agrees that no part or portion of the said Construction AllowanceAllowance shall vest in Tenant, not nor shall Tenant see, assign, encumber or create a security interest in such Construction Allowance prior to exceed an amount equal to $35.00 per rentable square foot full and complete compliance with all of the Relocation Premisesprovisions 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 pay for furniture, fixtures or equipment, moving costs, cabling costsTenant as set forth in this Lease, and other soft costs associated shall be used exclusively for the purpose of the construction of Tenant’s Work. In accordance with Section 110 of the Relocation Premises. Should Tenant elect to use a portion internal Revenue Code of 1986, as amended, (the “Code”) and regulations thereunder, the Construction Allowance to pay provided herein is for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount purpose of constructing or improving qualified long-term real property (within the meaning of Section 110 of the Construction Allowance used to pay Code) for such soft costs. Should Tenant elect to use a portion of in the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of trade or business at the Construction Allowance may be used as a credit against Rent due under the LeasePremises. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to furnish Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then 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 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 request 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 Work 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 10.00 per rentable square foot RSF in the Premises (which amount totals $12,540.00 based upon 1,254 RSF in the Premises (“Tenant Construction Allowance”), provided in no event shall such Tenant Construction Allowance exceed the actual cost of the Relocation Work in the Premises, . Landlord shall pay such Tenant Construction Allowance to pay Tenant within sixty (60) days after all of the following conditions are met: (a) Tenant has submitted to Landlord a request for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated payment; (b) Tenant has performed all of the Work (including all punch list items) in accordance with the Relocation Premises. Should Approved Construction Documents and in strict accordance with all other applicable provisions of the Work Letter and the Lease and has obtained a certificate of occupancy with respect to the Premises and delivered a copy thereof to Landlord; (c) Tenant elect has delivered final lien waivers in the form acceptable to use Landlord, covering the release of all mechanics’ and materialmen’s liens or potential mechanic’s and materialmen’s liens that could arise from the construction of the Work from Tenant’s Contractor and each person entitled to a lien under applicable law by virtue of contributing to the Work; (d) Tenant has delivered an affidavit from Tenant and Tenant’s Contractor that such final lien waiver includes and covers all materials and services for which a lien could be filed, provided that Tenant may, if any subcontractor or supplier refuses to furnish a release in full, furnish a surety bond satisfactory to Landlord to indemnify Landlord, its successors and assigns, against any mechanics’ or materialmen’s lien; (e) Tenant has fully paid for all of the Work and has delivered to Landlord paid invoices from Tenant’s Contractor and Tenant’s Subcontractors performing a portion of the Construction Allowance to pay Work costing in excess of $5,000 and a certificate from an officer of Tenant setting forth the total amount that was spent on the Work and stating that all the work has been paid for; and (f) Tenant has opened for such soft costs, business at Landlord’s request Tenant shall execute the Premises and deliver a letter to Landlord confirming the exact amount is no Event of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due Default exists under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) 10.1.1 Landlord shall provide to Tenant a construction allowance not to exceed of $135.00 25.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant WorkWork as hereinafter provided. If the Total Construction Costs are estimated to exceed Applicable Sales Taxes on any payment or calculation of the Construction Allowance shall be paid by more Landlord to Tenant at the same time as and in addition to the Construction Allowance. No less than $5.00 18.00 per rentable square foot of the Relocation Construction Allowance, plus applicable Sales Taxes (the “Minimum Construction Allowance”) shall be applied toward the hard and soft construction costs with respect to each floor of the Premises; in no event, then no advance however, shall the portion of the Construction Allowance shall be made by Landlord until Tenant has first paid applied to so-called “soft” construction costs (e.g., architectural design work) exceed in the contractor from its own funds (and provided reasonable evidence thereof to Landlord) aggregate $3.00 per rentable square foot in the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. ThereafterPremises, plus applicable Sales Taxes. 10.1.2 Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) , or, as Landlord may direct, the Approved Contractor, the portion of the Construction Allowance equal to $22.50 per rentable square foot in the Premises plus applicable Sales Taxes (the remaining balance of the Construction Allowance being hereinafter referred to as the “Retainage”) in the manner hereinafter provided, to be applied solely toward the Total Construction Costs, in multiple disbursements on a progress-draw basis (but not more than once in any calendar month) following the receipt by Landlord from Tenant of the following items: (ia) 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, (iiib) copies of all invoices in respect of such payment amount, (c) evidence reasonably satisfactory to Landlord that the requirements regarding the Minimum Construction Allowance in Section 10.1.1 above have been satisfied, and (d) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including performed (with respect to the last application for but not a proof of payment only) any punch-list itemsof such costs), on the appropriate AIA form or another form approved by Landlord, andcustomary form, (iv) with respect these deliverables hereinafter collectively referred to as an “Application For Payment”). Landlord shall pay the disbursement of the last 10% requested portion of the Construction Allowance, Allowance set out in each Application for Payment to Tenant or as it may direct within 20 days following Tenant’s submission thereof. 10.1.3 The Retainage shall be paid by Landlord to Tenant on the later to occur of (1a) delivery to Landlord of a confirmation from the Architect that the Work has been completed; (b) the permanent expiry of the periods pursuant to the Construction Lien Act (Ontario) within which a person who supplied services or materials in connection with the performance of the Work may file a claim for lien for work or service performed or material supplied, provided no claim for lien for work or service performed or material supplied has been filed, or if such liens have been filed, then only upon such liens being discharged or vacated; (c) the issuance of the certificate of occupancy issued for the Relocation Premises, if required by applicable law, ; (2d) Tenant’s occupancy of the record drawing in CAD format, PDF format Premises; (e) delivery of the “as-built” plans for the Work as constructed (and hard copy required by Section 5 as set forth above, ) to Landlord’s construction representative (set forth below); and (3f) execution and delivery of an estoppel certificate substantially in the form attached as Exhibit G to this Lease 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 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Leaserequest. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not equal to exceed Seventy Five Dollars ($135.00 75.00) per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed the The Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premisesshall first be available to Tenant January 1, then no 2013. 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 amount (if any) by which the projected Total Construction Costs are estimated to exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) 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: (ia) a request for payment and with sworn statements of Tenant owner (tenant) and contractor, (iib) final or partial lien waivers, as the case may bebe (which with respect to the payment being made may be conditional as to the amount of the 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 Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iiic) 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, (1w) “as built” drawings in both paper and AutoCad format; (x) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2y) Tenant’s occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 abovePremises, and (3z) 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 thirty (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 thirty (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 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (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 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 advance of the Construction Allowance are not satisfied, or (4) a Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. i.e., work performed and invoices submitted to Landlord) by June 30, 2020, within twelve (12) months following the Commencement Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay . No portion of the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against may be used as rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidcredit.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not equal to exceed $135.00 40.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Tenant’s Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no 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) 50% of the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. ThereafterTotal Construction Costs shall include architectural and design fees and expenses, structural engineering fees and expenses, mechanical, electrical and plumbing fees and expenses, Landlord’s construction management fee, Tenant’s construction and project management fees and expenses, municipal fees and charges and any related taxes. Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) vendors the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Tenant’s Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, and (iiic) the Architect’s certification that the Tenant 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, (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) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format (3) delivery of the architectural “as-built” plan for Tenant’s Work as constructed (and hard copy required by Section 5 as set forth above) to Landlord’s construction representative (set forth below), and (34) 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 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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Tenant’s Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) 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 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, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and exists. If the Total Construction Costs and may not are more than the Construction Allowance, Landlord shall, at Tenant’s election, increase the Construction Allowance by up to $5.00 per rentable square foot in the Premises (the “Additional Construction Allowance”). The amount of the Additional Construction Allowance actually utilized by Tenant shall be used 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 pay for furniture, fixtures use all or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Additional Construction AllowanceAllowance 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 after Landlord’s request therefor, not to exceed Tenant shall execute and return an amount equal to $35.00 per rentable square foot amendment modifying the Basic Rental accordingly. After the final completion of the Relocation PremisesTenant’s Work and a reconciliation by Landlord, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion Landlord shall calculate any remaining balance of the Construction Allowance to pay for such soft 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, at and the costs of the Signs. If Tenant fails timely (i) to 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 request Tenant shall execute and deliver a letter to Landlord confirming the exact amount payment in full of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of (including the Additional Construction Allowance to pay for such costsAllowance, if applicable), Tenant shall provide Landlord with a written request bear the remaining Total Construction Costs; any liens that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord may arise thereafter from the TI Work shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion be governed by Section 7(d) of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) . The Construction Allowance must be used (i.e. work performed that is, Tenant’s Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 16.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If 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 are estimated to exceed Costs, if, as, and when the cost of the 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 terms of Exhibit O and approval by more than $5.00 per rentable square foot Landlord of plans therefor). Upon the expiration or earlier termination of the Relocation PremisesLease, then no advance the 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, 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 coordinated by Landlord in connection with the Work, with the cost of such installation being included in the Total Construction Costs. Reimbursement of Tenant’s costs of the Direct Purchase Items and Tenant’s costs of moving (limited as set forth above) shall be made by Landlord until Tenant has first paid to the contractor from its own funds within thirty (and provided reasonable evidence thereof to Landlord30) the anticipated amount by which the projected Total Construction Costs exceed the amount days of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request 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”). 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 paid invoices for Paymentsuch items. 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within six (6) months following the Relocation Initial Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures Commencement Date or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (db) If Landlord defaults in Landlord’s obligation In addition to pay the Construction Allowance pursuant Allowance, Landlord shall pay an amount not to Section 9 of this Exhibit B-1, or any portion thereof, within five exceed $7.50 per square foot in the Premises (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise NoticeExisting Lease Allowance”) requesting payment directly to Tenant’s current landlord for rental obligations under its existing lease or towards a buy-out fee under such lease. The Existing Lease Allowance shall be available to Tenant on or after July 1, 2006 and must be used by March 1, 2007 or all rights thereto shall revert to Landlord. If Tenant is relieved of such unpaid amounts and notifying Landlord that Tenant intends their rental obligation under the existing lease prior to offset against rent if not paid. In October 1, 2007, any unused portion of the event that Landlord fails Existing Lease Allowance shall revert to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed of Seventy Dollars ($135.00 70.00) per rentable square foot in the Relocation Building 1 Premises (the “"Construction Allowance”") to be applied toward the Total Construction Costs, adjusted as adjusted provided herein for any changes to the Tenant Work. If The Construction Allowance shall not be disbursed to Tenant in cash, but shall be disbursed by Landlord to pay the Total Construction Costs are estimated Costs, if, as, and when the cost of the Work is actually incurred. Landlord shall disburse within thirty (30) days following receipt of a 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 exceed make the applicable disbursement prior to the end of such calendar month. No less than eighty percent (80%) of the Construction Allowance must be applied toward the expenses (both hard and soft costs) incurred by more than 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 this Section, the remaining amount automatically shall be applied by Landlord to Tenant's then-current Rent obligations. In addition, Landlord shall provide to Tenant a design layout allowance not to exceed Ten Cents ($5.00 0.10) per rentable square foot of in the Relocation Premises, then no advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds Building 1 Premises (and provided reasonable evidence thereof not the Building 2 Premises) (the "Design Allowance") to Landlordbe applied toward the costs of designing a layout for two (2) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant floors (or at Tenant’s request 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, one (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 typical floor plan layout 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”). 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 disbursement of the Construction Allowance during the pendency of any of the following: one (1) Landlord has received written notice of any unpaid claims relating to any portion specialty or executive layout» of the 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 have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Relocation 1 Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, . Tenant may use a portion begin drawing funds up to an aggregate amount of the Construction Allowance, not to exceed an amount equal to Four Dollars ($35.00 4.00) per rentable square foot in the Building 1 Premises from the Construction Allowance following the date of the Relocation Premises, this Lease to pay for furniturecosts incurred by Tenant for space planning, fixtures or equipment, moving costs, cabling costs, design and other soft costs associated with the Relocation Premiseslegal services. Should Tenant elect to use shall furnish a written requisition for any portion of the Construction Allowance that is to pay for be applied toward such soft costsexpenses, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance which requisition shall be deemed forfeited with no further obligation accompanied by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of appropriate invoices and such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received other documentation as may reasonably be requested by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid. D - 4 10.

Construction Allowance. (a) Landlord Sublandlord shall provide to Tenant furnish Subtenant a construction allowance not to exceed for S at the Demised Premises of Five Hundred Thousand and no/100 Dollars ($135.00 per rentable square foot 500,000) ("Allowance") provided that in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed no event shall the Construction Allowance by more than $5.00 per rentable square foot exceed the actual cost of the Relocation improvement work by Subtenant at the Demised Premises, then 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 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 request 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The In accordance with the provisions of subparagraph 5.4 (c) below, Subtenant shall from time to time during the course of construction of Subtenant's Work, but not more frequently dm once per month, submit to Sublandlord an application for payment of a portion of the Construction Allowance must (an "Application for Payment") setting forth the amount of all costs and expenses which have been incurred to the date of such statement in respect of the actual costs of Subtenant's Work (excluding amounts previously reimbursed to Subtenant or otherwise paid by Sublandlord pursuant to previous statements), in form reasonably satisfactory to Sublandlord, together with the following (herein called "Draw Documents"): (i) an appropriate sworn contractor's statement; (ii) appropriate waivers of lien and affidavits (both the form and content of such waivers of hen and affidavits shall be used subject to the reasonable approval of Sublandlord); and (iii) for the last draw only, a certificate of substantial completion by Subtenant's architect certifying that Subtenant's Work has been substantially completed in accordance with the Final Plans. Sublandlord shall cause to be paid to Subtenant or, if direct payment is to be made, the appropriate contractors, the full amount shown on the Draw Documents within thirty (30) days after Sublandlord's receipt thereof; provided, (i) the Draw Documents are complete (and, if the Draw Documents are not complete, payment shall be made for such portion as is supported by complete Draw Documents), (ii) Sublandlord has approved the same, such approval not be unreasonably withheld, delayed or denied, and (iii) Subtenant is not in default of the Sublease. Sublandlord reserves the right, for reasonable cause, to make or cause to be made direct payments to contractors from time to time rather than by making payment or causing payments to be made by reimbursement of Subtenant. A final disbursement (to recover final (c) Tenant Work shall deliver to Sublandlord a request for disbursement which will include the following: 1. An Application for Payment, in triplicate using AIA Form G702 prepared by Subtenant's general contractor and approved in writing by Subtenant and Subtenant's architect or, with respect to work not performed within under the Relocation Premises general contract, prepared by Subtenant and approved by Subtenant's architect, showing in complete detail the total amount due for the contract, the amounts due for work completed at the job site through the twenty-fifth (25th) day of the preceding calendar month and for which payment is requested, and the Total Construction Costs and may not balance due to complete the contract. Each Application for Payment shall provide for a 10% retainage (including 10% retainage on amounts due the general contractor thereunder) up to an amount equal to said retainage to be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding withheld until final payment is made. Notwithstanding the foregoing, retainage for any subcontractor may be reduced to five (5%) percent at such time as Subtenant has verified that ninety (90%) percent of its work has been completed, and all retainage to such subcontractor may be paid within thirty (30) days after Subtenant's acceptance of such subcontractor's work provided Tenant Subtenant's architect has certified completion and appropriate waivers of lien have been provided. Each Application for Payment (including final payment) shall be in such form and detail and supported by such evidence of (and representations and/or certifications with respect to) its correctness and of Subtenant's or the general contractor's right to payment as the Sublandlord may reasonably require. Each Application for Payment (including final payment) shall be accompanied by the Draw Documents and by supporting waivers of lien, a general contractor's sworn statement (all in form and substance satisfactory to Sublandlord), and such other releases, receipts, affidavits, and other documents (including, without limitation, waivers of lien and 2. A certificate of substantial completion for work done to date issued by Subtenant's architect for the benefit of Sublandlord, Sublandlord's lender, if any, and Subtenant, together with such other certifications from Subtenant's architect as Sublandlord and Sublandlord's mortgagee, if any, may reasonably require. 3. A certificate executed by Subtenant to the effect that (i) all sums being requested for disbursement are properly due and owing for actual costs of Subtenant's Work, and (ii) all conditions and requirements for such disbursement provided for herein have been satisfied. (d) Subtenant will keep accurate books of account showing all actual costs of Subtenant's Work incurred hereunder, which books of account and all supporting data shall at all reasonable times be open for inspection by Sublandlord and its Authorized Representatives, and shall be retained and available for reference for a period of at least two (2) years after the Subtenant's Work has been completed. (e) Without limitation to any other rights or remedies Sublandlord may have on account thereof, if at the time Sublandlord is not in Default, Tenant may use a prepared to pay all or any portion of the Construction Allowance, not Subtenant owes Sublandlord any sums under the Sublease, Sublandlord may, at its election, pay the Construction Allowance but deduct therefrom the amount of any such sums owed by Subtenant. (f) If the Term should end prior to exceed an amount equal the scheduled expiration date due to $35.00 per rentable square foot a default by Subtenant; Subtenant shall pay Sublandlord, within sixty (60) days after the effective date of the Relocation Premisesearly termination, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a unamortized portion of the Construction Allowance to pay for such soft costsAllowance, at Landlord’s request Tenant shall execute and deliver using a letter to Landlord confirming straight-line amortization over the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the LeaseTerm. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward ), calculated on the 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 basis of $5.00 35.50 per rentable square foot of Net Rentable Area contained in the Relocation Premises, then no advance for the purpose of modification, demolition, construction or refurbishment of the Relocation Premises to accommodate the needs of Tenant. Subject to the terms and conditions set forth in this Exhibit B, (a) Tenant may use the Construction Allowance as a reimbursement for Tenant's bona fide (and verified) expenses 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 (ii) Tenant (calculated on the basis of $3.00 per square foot of Net Rentable Area contained in the Relocation Premises) of the Construction Allowance shall be made by Landlord until Tenant has first paid for reasonable moving expenses and for costs associated with telephone wiring/computer cabling, subject 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 submittal of invoices reasonably establishing the amount of such costs. If the Construction Allowance has not been fully disbursed by August 31, 2014, unless caused by the delay of the Landlord, then 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 such remaining balance. Except as otherwise expressly provided in the last sentence of paragraph 1 above, Landlord shall not in any event be obligated under this Exhibit B for any amount in excess of the Construction Allowance. ThereafterAdditionally, Landlord shall pay be permitted to Tenant (or at Tenant’s request directly to Tenant’s general contractor) offset against the undisbursed Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt amounts past due to Landlord 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 27.55 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If 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 are estimated to exceed Costs, if, as, and when the Construction Allowance by more than $5.00 per rentable square foot cost of the Relocation Premises, then no advance Work is actually incurred and paid by Landlord. After the final completion of the Work and a reconciliation by Landlord 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 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 request 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Defaultno 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 portion maximum of the Construction Allowance, not to exceed an amount equal to $35.00 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 Relocation Premises, ) under this Lease by so notifying Landlord in writing of Tenant’s election. Landlord will reimburse Tenant for the Moving Costs (subject to pay for furniture, fixtures or equipment, moving costs, cabling costs, the applicable cap described above) within 30 business days after receiving invoices therefor and other soft costs associated with supporting documentation reasonably acceptable to Landlord. Following Landlord’s receipt of Tenant’s election to apply the Relocation Premises. Should Tenant elect to use a unused portion of the Construction Allowance towards Tenant’s Basic Rent obligations (subject to pay for such soft coststhe applicable cap described above), at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for apply such amounts within 30 days of receipt of excess toward Tenant’s requestBasic Rent obligation first accruing after such date until such excess is fully exhausted. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete, any rent credits exhausted and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within nine months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 37.50 per rentable square foot in the Relocation Suite 800 Premises (the “Suite 800 Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If 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 are estimated to exceed Costs, if, as, and when the Construction Allowance by more than $5.00 per rentable square foot cost of the Relocation Premises, then no advance Work is actually incurred and paid by Landlord. After the final completion of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (Work 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 request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt a reconciliation 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”). 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 disbursement of the Suite 800 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding provided no default under the foregoing, provided Tenant is not in DefaultLease then exists and no Event of Default has occurred, Tenant may use a portion of the Construction Allowance, (not to exceed an amount equal to $35.00 2.50 per rentable square foot in the Suite 800 Premises) of any excess Suite 800 Construction Allowance towards the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, cost of Tenant’s installation of telephone and data networks and other soft moving costs associated (collectively, the “Moving Costs”) with respect to the Relocation 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 elect timely exercise its expansion option with respect to use a portion the Suite 900 Premises as provided in Section 12 of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such coststhis Amendment, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion be permitted to apply leftover portions of the Suite 800 Construction Allowance may towards the cost of the work to be used as a credit against Rent due under performed to the Lease. Suite 900 Premises (c) The in addition to the construction allowance provided with respect to the Suite 900 Premises), in which case the construction allowance with respect to the Suite 900 Premises and any leftover portions of the Suite 800 Construction Allowance must be used (i.e. that is, the work performed in the Suite 900 Premises must be fully complete and invoices submitted to Landlordboth the construction allowance for the Suite 900 Premises and any leftover portions of the Suite 800 Construction Allowance disbursed) by June 30, 2020within nine months following the Suite 900 Effective Date, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults , 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 Landlord’s obligation to pay Section 12 of this Amendment, the Suite 800 Construction Allowance pursuant to Section 9 of this Exhibit B-1must be used (that is, the Work must be fully complete and the Suite 800 Construction Allowance disbursed) by December 1, 2016, or any portion thereofshall be deemed forfeited with no further obligation by Landlord with respect thereto, within five (5) days after time being of the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidessence with respect thereto.

Construction Allowance. (a) Landlord shall provide will contribute to the costs of designing the Tenant a construction allowance not to exceed $135.00 per rentable square foot in Improvements and performing the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction CostsTenant Improvement Work, as adjusted for any changes depicted on the Approved Working Drawings, to the Tenant Work. If extent of the Total Construction Costs are estimated to exceed lesser of (i) Five Hundred Fifteen Thousand Twenty-Five Dollars ($515,025.00) (calculated at the Construction Allowance by more than rate of $5.00 26.25 per rentable square foot of rentable area in the Relocation Premises, then no advance ) or (ii) the actual cost for such work (the "Construction Allowance"). Tenant shall pay all costs in excess 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 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 request 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 design 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”). 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 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 construction of the Tenant Work Improvements. The Construction Allowance may be applied only to the payment or materials reimbursement of: (A) costs of preparing the Space Plans and Final Working Drawings, reasonable project management fees, the cost of obtaining Permits and other similar approvals, the costs of installing Tenant's signage in the Premises, consultant fees, and the costs and expenses incurred by Landlord in connection therewith covered by previously funded applications for paymentwith coordinating and supervising the Tenant Improvement Work, including, without limitation, the Construction Administration Costs; (2B) there is an unbonded lien outstanding against documented costs of labor and materials incorporated into the Building or the Relocation 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 Relocation Premises, Improvements; and (3C) the conditions to the advance documented costs of the Construction items described in Section 5.1(b) below ("Permitted Allowance are not satisfied, or (4) Tenant is in Default under the LeaseItems"). (b) The Construction Allowance must may be used on Tenant Work performed within applied to the Relocation payment or reimbursement of data and telephone cabling installed in the Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, Tenant's moving expenses; provided Tenant is not that in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to no event shall more than One Hundred Ninety-Six Thousand Two Hundred Dollars ($35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion 196,200.00) of the Construction Allowance (calculated at the rate of $10.00 per square foot of rentable area in the Premises) be applied to pay for such soft costscabling and moving expenses. To the extent Tenant does not expend One Hundred Ninety-Six Thousand Two Hundred Dollars on cabling and moving expenses, at Landlord’s request Tenant , upon written notice from Tenant, shall execute credit the remaining amount against the next Rent payment or payments due and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Leaseowing. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or Landlord shall disburse the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto.in a maximum of two (2) installments as follows: (di) If Landlord defaults Provided that the Lease is then in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.full force and

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 25.00 per rentable square foot in the Relocation 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 Workin cash, but shall be applied by Landlord to the payment of the Total Construction Costs, if, as, and when the cost of the Work is actually incurred and paid by Landlord. If After the final completion of the Work and a reconciliation by Landlord of the Construction Allowance and the Total Construction Costs are estimated to exceed the and provided no default under this Lease then exists and no Event of Default has occurred, Tenant may use any excess Construction Allowance by more than (up to a maximum of $5.00 per rentable square foot in the Premises) towards the cost of the Relocation Premises, then 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 Landlorda) 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 request 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 installation of the following items: (i) a request for payment telephone and sworn statements of Tenant data networks 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 other moving costs (collectively, a the “Completed Application for PaymentMoving Costs”)) and/or (b) Tenant’s Basic Rent obligations under this Lease by so notifying Landlord in writing of Tenant’s election. Landlord shall pay will reimburse Tenant for the amount requested in Moving Costs (subject to the applicable Completed Application for Payment to Tenant cap described above) within 30 business days following Tenant’s submission of the Completed Application for Paymentafter receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. 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 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 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 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 election to have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or apply the Relocation Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a unused portion of the Construction Allowance towards Tenant’s Basic Rent obligations (subject to pay for such soft coststhe cap described above), at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for apply such amounts within 30 days of receipt of excess toward Tenant’s requestBasic Rent obligation first accruing after such date until such excess is fully exhausted. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 2,825,800 (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated Up to exceed the Construction Allowance by more than $5.00 6.00 per rentable square foot in the Premises of the Relocation PremisesConstruction Allowance may be used for (a) design fees for architect/interior designer and consultants, then no (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 improvements, (g) acquisition costs of furniture (including modular furniture, cubicles and/or built-in furniture), (h) signage and graphics permanently installed in the lease space or on the Building, and (i) auxiliary equipment required for the operation of the Tenant’s business, such as dumpsters, generators, and additional HVAC. 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 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 request 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: (i1) a request for payment and sworn statements of Tenant and contractorpayment, (ii2) 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, and (iii3) 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 1020% of the Construction Allowance, (1A) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law(B) Tenant’s occupancy of the Premises, (2C) delivery of the record drawing in CAD format, PDF format and hard copy required by Section 5 architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (3D) 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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1i) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2ii) 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 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, (3iii) the conditions to the advance of the Construction Allowance are not satisfied, or (4iv) an Event of Default by Tenant is in Default under exists. After the Lease. (b) The final completion of the Work and a reconciliation by Landlord of the Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in DefaultCosts, 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 payment of such moving expenses, then Landlord shall pay to Tenant any remaining excess Construction Allowance (up to a portion maximum of the Construction Allowance, not to exceed an amount equal to $35.00 4.00 per rentable square foot of in the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises). Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall will provide to Tenant a construction allowance not equal to exceed the product of (i) $135.00 per 34.50, multiplied by (ii) the number of rentable square foot feet in the Relocation Current Premises plus the number of rentable square feet in the Seventh Expansion Space, which is $881,647.50 (the “Construction Allowance”) to be applied ), toward the Total Construction Costs, as adjusted for any changes to cost of constructing the Tenant Landlord Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no advance of the Construction Allowance Payments shall be made by directly to Landlord’s contractor performing the Landlord until Tenant has first paid Work. The cost of (a) all space planning, design, consulting or review services and construction drawings related to the contractor Landlord Work, (b) extension of electrical wiring from its own funds Landlord’s designated location(s) to the Premises, (c) purchasing and provided reasonable evidence thereof to Landlordinstalling all building equipment for the Premises (including any submeters and other above building standard electrical equipment approved by CPS), (d) 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 connection with the anticipated amount by which the projected Total Construction Costs exceed the amount performance of the Construction Allowance. ThereafterLandlord Work, Landlord shall pay to Tenant and (or at Tenant’s request directly to Tenant’s general contractorf) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord an asbestos survey of the following items: (i) a request for payment Premises if required by applicable Law, shall all be included in the cost of the Landlord Work 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% paid out of the Construction Allowance, to the extent sufficient funds are available for such purpose. In addition, Tenant’s costs for (1i) the permanent certificate of occupancy issued for the Relocation Premisesmoving, if required by applicable lawstaging, and temporary requirements associated with Tenant’s improvements, (2ii) communications and data cabling (in the record drawing Premises and in CAD formatthe Swing Space), PDF format (iii) security, (iv) consulting and hard copy required by Section 5 abovemanagement services, (v) Tenant’s legal fees in negotiating this Eleventh Modification, and (3vi) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee purchasing and installing workstations, furniture, fixtures and other equipment for the Premises, 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 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 disbursement paid out of the Construction Allowance during to the pendency extent sufficient funds are available, by reimbursement to Tenant for such actual third party costs within 30 days after receipt of any of the following: (1) an invoice therefore; provided, however, if Tenant so requests, Landlord has received written notice of any unpaid claims relating shall pay such amounts directly to any portion of the 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 vendors within 30 days after Tenant has provided Landlord an invoice addressed to Landlord from such vendor together with evidence of work done, or claimed Tenant’s approval thereof and other necessary documentation to have been done, or materials supplied or specifically fabricated, claimed reasonably establish the amount owed to have been supplied or specifically fabricated, such vendor. Costs to or for Tenant or the Relocation Premises, (3) the conditions applied to the advance of the Construction Allowance are not satisfiedshall exclude, or (4a) Tenant is in Default under the Lease. bonding, (b) The work or change orders not approved in advance by Tenant and (c) overtime or accelerated work schedules that 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 must be used on Tenant after completion of the Landlord Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Defaultherein, Tenant may use a portion of utilize the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a remaining portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as 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 (cwhich right to utilize the Rent Credit shall extend beyond the end of the twelfth (12th) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30month following the Effective Date of this Eleventh Modification), 2020, or the Construction Allowance shall made available to Tenant under this Work Letter must be deemed utilized for its intended purpose within twelve (12) months of the Effective Date of the Eleventh Modification or be forfeited with no further obligation by Landlord with respect theretoon the part of Landlord. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Provided a default by Tenant is not in existence, Landlord shall provide pay Tenant the product of (x) Thirty-five and No/100 Dollars ($35.00), multiplied by (y) the square feet of Net Rentable Area comprising the Initial Leased Premises as of the Commencement Date, in accordance with, and subject to the provisions of, this Paragraph 6 (the "Construction Allowance"). Landlord agrees to disburse the Construction Allowance to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes such sums are due and payable by Tenant to the Tenant Work. If Contractor for the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot construction of the Relocation Premises, then no Tenant Improvements provided the following procedures are satisfied by Tenant: (a) Tenant submits a written request to Landlord at least ten (10) days in advance of the Construction Allowance shall date Tenant requests the funds to be made disbursed itemizing the sums to be paid and the work or items covered by Landlord until such payment, provided that in no event may Tenant has first paid submit any such request more than one (1) time in any thirty (30) day period; and (b) Tenant must furnish lien waivers from the Tenant Architect, Tenant Contractor and all Additional Contractors for the sums to be disbursed as to the contractor from its own funds completed work. Such lien waivers (and other than the final lien waiver) may be provided reasonable evidence thereof by Tenant in arrears but prior to Landlordthe submission of the next funding request by Tenant. (b) If the anticipated amount by which Construction Cost determined as of the projected Total date the Construction Costs exceed Contract with the Tenant Contractor has been signed (the "Estimated Construction Cost") is less than the amount of the Construction Allowance. Thereafter, thereafter Landlord agrees to reimburse Tenant or pay directly on Tenant's direction from the Construction Allowance the Additional Construction Costs (defined below) provided (1) Landlord shall pay not be obligated to disburse any such sums more than once every thirty (30) days and any such disbursement must be simultaneous with the applicable disbursement to the Tenant Contractor provided above, and (or at Tenant’s request directly to Tenant’s general contractor2) the amount of such Additional Construction Costs then requested by Tenant does not exceed the difference between the (x) the Construction Allowance in multiple disbursements and (but not more than once in any calendar monthy) following the receipt by Landlord sum 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 Construction Cost for the Tenant WorkImprovements determined as of the date of such disbursement plus any sums previously disbursed by Landlord for Additional Construction Costs. As used herein, fully executed"Additional Construction Costs" shall mean the following costs (to the extent not included in the Construction Cost): (w) all reasonable out-of-pocket costs for the preparation of the Tenant Working Drawings (including the Tenant Engineering Drawings), acknowledged interior design and in recordable formfinish schedule plans, which waivers may be conditioned upon receipt of paymentdrawings and specifications (including any as built drawings), and all other space plans and plans and specifications for the Tenant Improvements, (iiix) all reasonable out-of-pocket costs of obtaining building permits and other necessary authorizations from the applicable governmental authorities and the payment and performance bond for the Tenant Contractor, (y) the Architect’s certification that the Tenant Work for which reimbursement has been requested has been finally completed, including (with respect reasonable out-of-pocket expenses of moving 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 Initial Leased Premises, if required by applicable law, (2) the record drawing in CAD format, PDF format and hard copy required by Section 5 above, and (3z) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request all other reasonable out-of-pocket costs of procuring and installing the Tenant Improvements (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested including communication equipment) in the applicable Completed Application for Payment Initial Leased Premises. Tenant must submit reasonable documentation to Tenant within 30 Landlord supporting such reimbursement or payment at least ten (10) days following Tenant’s submission of prior to 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 Paymentproposed disbursement. Notwithstanding anything to the contrary contained in this ExhibitLease, in no event is Landlord shall not be obligated to make any disbursement disburse amounts for the Additional Construction Costs to the extent Landlord reasonably believes that the sum of the Construction Allowance during Cost, the pendency of any of the following: (1) sums previously disbursed by Landlord has received written notice of any unpaid claims relating to any portion of the 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Additional Construction Costs and the Additional Construction Costs requested may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of exceed the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 40,000.00 (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractor, (iib) 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”). 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 ExhibitAttachment A, Landlord shall not be obligated to make any disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building or the Relocation Premises 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 Relocation PremisesProperty, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) exists The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) on or before December 31, 2012, or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 34.83 per rentable square foot in the Relocation Premises (the “Construction Allowance”"CONSTRUCTION ALLOWANCE") to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If ; provided, however, not more than $3.00 per rentable square foot of the Construction Allowance shall be applied to the architectural and engineering design portion of the Total Construction Costs are estimated to exceed the Costs. The Construction Allowance may be increased by more than up to $5.00 per rentable square foot in the Premises (the "CONSTRUCTION ALLOWANCE INCREASE") at Tenant's written request to Landlord, which Construction Allowance Increase shall be amortized monthly over the remainder of the Relocation Premisesinitial 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 no the parties shall execute an amendment to 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 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractor, payment; (iib) 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, ; and (iiic) the Architect’s '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 temporary certificate of occupancy issued for the Relocation Premises, if required by applicable law, ; (2) Tenant's occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 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 (34) an estoppel certificate confirming such factual matters as Landlord or Landlord’s 's Mortgagee may reasonably request (collectively, a “Completed Application for Payment”"COMPLETED APPLICATION FOR PAYMENT"). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 thirty (30) days following Tenant’s '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 's payment of such request shall be deferred until 30 thirty (30) days following Landlord’s '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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement; (2B) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s '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 Relocation Premises, ; (3C) the conditions to the advance of the Construction Allowance are not satisfied, ; or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 [***] per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 In no event shall more than $5.00 [***] per rentable square foot of the Relocation PremisesConstruction Allowance be used toward soft costs, then no including, without limitation, Tenant’s moving expenses, furniture, fixtures and equipment, amounts payable to a project coordinator, construction consultant or similar consultant, data and telecommunications wiring and furniture, including free standing workstations, fixtures and related equipment (collectively, “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 amount by which the projected Total Construction Costs exceed the amount of the Construction AllowanceExcess Amount. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance Allowance, to be applied solely toward the 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) final 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 Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt (c) copies of paymentall invoices and proof of payment of same , and (iiid) 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) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format (3) delivery of the “as-built” plans for the Work as constructed (and hard copy required by Section 5 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 (34) 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 shall promptly notify Tenant of the same and Landlord’s payment of such request shall be deferred until 30 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building Project or the Relocation 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 Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under exists. After the Lease. (b) The final completion of the Work and a reconciliation by Landlord of the Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Defaultno default under this Lease then exists and no Event of Default has occurred, Tenant may use any excess Construction Allowance (up to a portion maximum of the Construction Allowance, not to exceed an amount equal to $35.00 10.00 per rentable square foot of in the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises) towards Soft Costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall will reimburse Tenant for such amounts the Soft Costs (subject to the cap described above) within 30 days of receipt of Tenant’s requestafter receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed of $135.00 32.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If In the event that the amount of the Total Construction Costs are is estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation PremisesAllowance, then no advance each disbursement of the Construction Allowance shall be made by Landlord until Tenant has first paid to pari passu with Tenant’s payment, from Tenant’s own funds, of the contractor from its own funds (and provided reasonable evidence thereof to Landlord) excess of the anticipated amount by which the projected Total Construction Costs exceed the amount of minus the Construction AllowanceAllowance relative to such disbursement. ThereafterFor example, if the 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 (or at Tenant’s request 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: (ia) a request for payment and sworn statements of Tenant owner and contractor, (iib) 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, (iiic) 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, (1i) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law(ii) Tenant’s occupancy of the Premises, (2iii) the record drawing as-built drawings in CAD format, PDF AutoCAD format and hard copy required by Section 5 above, (iv) copies of all contractor and supplier warranties obtained by Tenant, and (3v) 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 thirty (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 thirty (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 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default default under the Lease. . At least fifty percent (b50%) The 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 Tenant Work performed within the Relocation Premises Patio Space (including landscaping), and costs of architectural and engineering consultants related to the Total Construction Costs and Work. The remaining fifty percent (50%) of the allowance may not be used to pay for the following in the Premises: hard construction costs; soft construction costs; furniture, fixtures or equipment or as rent abatementfixtures, HOWEVER, notwithstanding the foregoingand equipment; and credit against Base Rent, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to that no more than $35.00 5.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) rent credit. The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, within twelve (12) months following the Commencement Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. thereto (d) If Landlord defaults in Landlordsubject to Tenant’s obligation ability to pay use up to $5.00 per square foot of the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against as rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidcredit).

Construction Allowance. (a) Landlord and Tenant hereby agree that Landlord shall provide to Tenant a construction with an allowance not to exceed $135.00 per rentable square foot in the Relocation Premises amount of Seven and No/100 Dollars (the “Construction Allowance”$7.00) to be applied toward the 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 Relocation PremisesPremises and Thirty Four and No/100 Dollars ($34.00) per rentable square foot of Expansion Area - Suite 300 (collectively, then no advance the “Construction Allowance”), to be applied to, among other things, (i) the cost of the design and construction of the Expansion Work, (ii) management fees, (iii) the cost of the Plans, (iv) the cost of the Expansion Working Drawings and (v) the costs associated with updating the lobby of Expansion Area - Suite 300 (the “Lobby”), which costs shall include, 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 made paid directly and timely 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. ThereafterProject Manager, contractors and/or sub-contractors, as applicable, but in any event, Landlord shall pay make at least one (1) payment per month to Tenant (or at Tenant’s request 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 waiverscontractors and/or sub-contractors, as applicable, and such payment shall be made on or before 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 thirtieth (30th) calendar day following Landlord’s 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% such expenses. All costs and expenses in excess of the Construction Allowance, which have been approved in advance by Tenant in Tenant’s sole discretion, shall be paid for by Tenant within thirty (130) days of Tenant’s approval of such excess costs and expenses. The Construction Allowance shall be interchangeable between the permanent certificate Premises and the Expansion Premises – Suite 300. Tenant shall be permitted to utilize the Construction Allowance for reimbursement of occupancy issued 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 the Relocation Premises, if required by applicable law, (2) the record drawing in CAD format, PDF format and hard copy required by Section 5 abovesaid reimbursement to Landlord, and (3) an estoppel certificate confirming such factual matters as reimbursement shall be made by 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 on or before 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 fifteenth (15th) calendar following Landlord’s receipt of such documentation. Landlord or its affiliate shall cooperate and work closely with the corrected Completed Application for Payment. Notwithstanding anything Project Manager to (i) supervise the Expansion Work on behalf of Landlord, (ii) make disbursements required to be made to the contrary contained 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 systems. The parties hereto agree that there will be no construction supervision fee payable to Landlord or CBRE by Tenant in this Exhibitconnection with the Expansion 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 not be obligated to make any disbursement 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 during for the pendency of any of the following: (1) Landlord has received written notice of any unpaid claims relating Expansion Premises – Suite 300. In addition to any portion of the 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not (i) Landlord agrees to exceed an amount equal pay up to $35.00 .15 per rentable square foot of the Relocation Premises, Expansion Premises – Suite 300 to pay Tenant’s architect for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of preliminary test fit which shall not be deducted from the Construction Allowance to pay for such soft costs, at Landlord’s request and (ii) Landlord shall provide Tenant shall execute and deliver with a letter to Landlord confirming moving allowance in the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion Two and No/100 Dollars ($2.00) per rentable square foot of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the LeaseExpansion Premises – Suite 300. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 687,345.00 (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If , provided however, if following Substantial Completion of the Work, Total Construction Costs are estimated less than the Construction Allowance, Tenant may use up to exceed $229,115.00 of any remaining balance of the Construction Allowance by more than to reimburse Tenant for Tenant’s costs of furniture, fixtures and equipment and data and communications cabling upon Tenant furnishing Landlord with satisfactory evidence of such costs and Tenant’s payment thereof. In addition to the Construction Allowance, Landlord will also reimburse to Tenant an amount not to exceed $5.00 per rentable square foot 2,291.15 for the costs of a “test fit” of the Relocation Premises, then no Premises upon Tenant furnishing Landlord with satisfactory evidence of such costs and 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) 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 1020% of the Construction Allowance, : (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) Tenant’s occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 abovePremises, and (3) an estoppel certificate confirming such factual matters delivery of the architectural “as-built” plan for the Work as Landlord or constructed (and as set forth above) to Landlord’s Mortgagee may reasonably request construction representative (set forth below) (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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building or Complex, the Relocation 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 or the Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) and the Test Fit Payment disbursed within six months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not equal to exceed twenty six dollars ($135.00 26.00) per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no 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 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 request 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: (ia) a request for payment with invoices and sworn statements of Tenant owner and contractor, (iib) 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, (iiic) the Architect’s '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 1020% of the Construction Allowance, (1i) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2ii) Tenant's occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 abovePremises, and (3iii) an estoppel certificate confirming such factual matters as Landlord or Landlord’s '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 '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 's payment of such request shall be deferred until 30 days following Landlord’s '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 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s '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 Relocation Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, within six months following the Commencement Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay . No portion of the Construction Allowance pursuant may be used as rent credit or to Section 9 purchase furniture, art or equipment or to pay moving costs, legal fees or other costs of this Exhibit B-1Tenant's consultants, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidfor other non-capital expenses.

Construction Allowance. (a) Landlord Sublandlord shall provide to Tenant furnish Subtenant a ---------------------- construction allowance not to exceed for Subtenant's improvement work at the Demised Premises of Two Hundred Thousand Dollars ($135.00 per rentable square foot in the Relocation Premises 200,000) (the “Construction "Allowance”") to be applied toward provided that in no event shall the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to Allowance exceed the Construction Allowance by more than $5.00 per rentable square foot actual cost of the Relocation improvement work by Subtenant at the Demised Premises, then 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord Sublandlord shall pay the Allowance to Tenant Subtenant within sixty (or at Tenant’s request directly to Tenant’s general contractor60) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord days after all of the following items: conditions are met: (i) a request for payment Subtenant has substantially completed all of the work in accordance with the approved plans and sworn statements specifications and in accordance with all other applicable provisions of Tenant and contractor, this Sublease; (ii) final or partial lien waivers, as Subtenant has obtained building permits for all of the case may be, from all persons performing work or supplying or fabricating materials for the Tenant Work, fully executed, acknowledged with executed sign offs and in recordable form, which waivers may be conditioned upon receipt of payment, has furnished copies thereof to Sublandlord; (iii) the Architect’s certification that the Tenant Work for which reimbursement Subtenant has been requested has been finally completed, including (obtained a certificate of occupancy with respect to the last application for payment only) any punch-list itemsDemised Premises as required, on the appropriate AIA form or another form approved if at all, by Landlord, and, applicable Law; (iv) Subtenant has furnished Sublandlord (a) an affidavit from Subtenant listing all contractors and suppliers whom Subtenant has contracted with respect to in connection with the disbursement work, together with the cost 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 aboveeach contract, and (3b) an estoppel affidavit from Subtenant's general contractor listing all subcontractors and suppliers whom the general contractor has contracted with in connection with the work, together with the cost of each contract; (v) Subtenant has fully paid for all of the work and has furnished to Sublandlord a certificate confirming from an officer of Subtenant stating that all the work has been paid for and setting forth the total cost of the work; (vi) Subtenant has furnished Sublandlord valid unconditional mechanic's lien releases from the general contractor and all other contractors and suppliers who performed work or furnished supplies for or in connection with Subtenant's work at the Demised Premises (including all parties listed in the affidavits referenced in (iv) above) and such factual matters other evidence as Landlord or Landlord’s Mortgagee Sublandlord may reasonably request to evidence that no liens can arise from the work; and (collectively, a “Completed Application for Payment”)vii) Subtenant is not in default under this Sublease beyond any applicable notice and cure periods. Landlord All documentation to be furnished by Subtenant to Sublandlord herein shall pay be sent to Sublandlord at the amount requested address set forth in the applicable Completed Application for Payment Fundamental Lease Provisions of this Sublease, or such other address of which Sublandlord shall notify Subtenant. Subtenant shall in any event also complete promptly and with due diligence all punchlist items required to Tenant within 30 days following Tenant’s submission of be completed by Sublandlord. If 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 Term should end prior 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 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 scheduled expiration date by reason of work doneSubtenant's default under this Sublease, 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 Relocation Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to Subtenant shall pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereofSublandlord, within five sixty (560) days after the effective date of the same is dueearly termination, then Tenant shall have the right to give Landlord unamortized portion of the Allowance, using a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In straight line amortization over the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidTerm.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 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 Work. If in cash, but shall be applied by Landlord to the payment of the Total Construction Costs are estimated to exceed Costs, if, as, and when the Construction Allowance by more than $5.00 per rentable square foot cost of the Relocation PremisesWork is actually incurred and paid by Landlord, then no advance of it being agreed to and understood by Landlord and Tenant that the Construction Allowance shall be made by Landlord until Tenant has first paid applied in full 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 request 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided before Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation obligated to pay the Excess Construction Allowance pursuant Costs and that Tenant shall pay such Excess Construction Costs to Section 9 Landlord thereafter within fifteen (15) days of this Exhibit B-1Landlord’s billing therefor, or any portion thereof, 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 Costs shall be paid by Tenant to Landlord within five (5) days after the date on which Substantial Completion of the same is dueWork occurs. Notwithstanding the foregoing to the contrary, up to $2,062.30 (i.e., $0.10 per rentable square foot in the Premises) incurred by Tenant in connection with the preparation of the Space Plans (the “Space Plans Cap”) shall be reimbursed by Landlord in addition to the Construction Allowance; provided, however, that any costs incurred in connection with the preparation of the Space Plans that 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 Tenant shall have the right to give Landlord difference between the Construction Allowance and the Total Construction Costs may be utilized by Tenant, upon Tenant’s written request, as a second written notice credit against Tenant’s rental obligations under this Lease during the first two (“Offset Exercise Notice”2) requesting payment years of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% Term of Base Rent next due until paidthe Lease.

Construction Allowance. 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 (athe " Subtenant Improvements") required in order to accommodate Subtenant's use of the Subleased Premises or required on or to the 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 shall 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 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 Dollars ($50,000.00) 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 Tenant Improvement Allowance") to Tenant a construction allowance not to exceed maximum of $135.00 per rentable square foot 83,508.00 as a contribution towards the costs incurred by Subtenant in the Relocation Premises (completion of the “Construction Allowance”) build out of the Sublease Premises. Subtenant shall be entitled to be applied toward the Total Construction Costs, as adjusted for any changes to apply the Tenant WorkImprovement Allowance toward reimbursement of its architectural fees, engineering and design fees, demolition costs, city permits and construction costs. If the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no advance of the Construction The Tenant Improvement Allowance shall be made disbursed by Landlord until Tenant has first paid Sublandlord to Subtenant in accordance with the terms and schedule set forth on the Work Letter attached as Exhibit B to the contractor from its own funds (First Amendment to Lease between Landlord and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction AllowanceSublandlord dated July 30, 1999. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request 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”). 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 Sublandlord shall not be obligated allowed to make charge Subtenant for profit, overhead expenses, supervisory expenses, plan review fees or any disbursement similar charge in connection with the construction of the Construction Allowance during the pendency of any Subtenant Improvements, nor shall Subtenant be charged by Landlord for parking, elevator use, or staging areas required by Subtenant's contractor or subcontractors for completion of the following: (1) Landlord has received written notice of any unpaid claims relating to any portion of the 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the LeaseSubtenant Improvements. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 475,000.00 (the “"Construction Allowance”") to be applied toward the Total Construction Costs. $100,000.00 out of the Construction Allowance shall be specifically earmarked to be applied toward the costs of the HVAC Work; in the event the HVAC Work costs less than $100,000.00, as adjusted for any changes to the balance shall be utilized by Tenant Work. If towards the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then no Costs. No advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds performing the Work (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount Construction Allowance (e.g., if Xxxxxx’s contract 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). Thereafter, Landlord shall pay to Tenant (or at Tenant’s request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) the Architect’s '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”"). Landlord shall pay the amount requested in the applicable Completed Application for Payment to Tenant within 30 days following Tenant’s '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 's payment of such request shall be deferred until 30 days following Landlord’s '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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s '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 Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) exists The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or 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. (d) If Landlord defaults , time being of the essence with respect thereto. Notwithstanding anything in Landlord’s obligation this Exhibit to pay the contrary, in the event the Total Construction Costs exceed the Construction Allowance pursuant Allowance, subject to Section 9 the limitations with respect to the costs of this Exhibit B-1the HVAC Work set forth above, or any portion thereofLandlord shall make available to Tenant, within five at Tenant’s sole election, additional funds not to exceed $1,500,000.00 (5“Additional Allowance”) days after to be applied toward the date Total Construction Costs in the same is due, then Tenant shall have manner and subject to the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paidsame procedures as set forth above. In the event that Tenant elects to utilize any Additional Allowance, any such amount so utilized shall be amortized over the extended Lease Term at eight percent (8%) annual interest, and Tenant shall pay to Landlord fails to contest the amortized amount (including interest) in good faith or fully pay such equal monthly amounts within ten (10) business days after such Offset Exercise Notice is received together with its rental payments under the Lease as amended by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidthis Amendment.

Construction Allowance. (a) Subject to the terms of this Section 6, Landlord shall provide pay to Tenant a construction allowance not an amount up to exceed Fourteen Million Two Hundred Six Thousand Six Hundred and 00/100 Dollars ($135.00 per rentable square foot in the Relocation Premises 14,206,600.00) (the “Construction Allowance”) for the costs that Tenant incurs in performing the Tenant’s Work; provided, however, Tenant shall have no right hereunder to be applied toward the 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 apply more than $5.00 25.00 per rentable square foot of the Relocation Premises, then no advance Net Rentable Area of the Construction Allowance shall be made towards the costs incurred by Landlord until Tenant has first paid to the contractor from its own funds (in purchasing task seating, office furniture, workstations 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 other typical office furniture in connection with Tenant’s request directly to Tenant’s general contractor) Work (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 PaymentFurniture”). Landlord shall pay the amount requested in the applicable Completed Application for Payment to . b) 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 may 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 disbursement disbursements of the Construction Allowance during the pendency of any of the following: (1) only by delivering to Landlord has received written notice of any unpaid claims relating to any portion of the 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 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 a Disbursement Request. Subject to the advance terms of the Construction Allowance are not satisfiedthis Exhibit “C”, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use Landlord shall disburse a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices (or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. designated contractors, if requested by Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (cin such Disbursement Request) The Construction Allowance must be used (i.e. work performed and invoices submitted from time to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereoftime, within five thirty (530) days after the date that Tenant gives to Landlord the same is due, then applicable Disbursement Request (hereinafter defined). Tenant shall have not be entitled to any disbursements of the right Construction Allowance if a default has occurred and is continuing. Landlord shall not be required to give make disbursements of the Construction Allowance more frequently than once during any particular calendar month. Landlord shall be entitled to withhold a second written notice ten percent (“Offset Exercise Notice”10%) requesting payment retainage from any disbursement of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event Construction Allowance; it being agreed, however, that Landlord fails shall not be entitled to contest in good faith or fully pay such amounts within withhold a ten percent (10%) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists retainage from any disbursement of the Construction Allowance if Tenant’s contract with its general contractor provides that Tenant may withhold (and offset Tenant is then, in fact, so withholding) at least ten percent (10%) of payments to such unpaid sums from general contractor as retainage and against 25% Tenant provides Landlord reasonable evidence of Base Rent next due until paidsame. c) The term “Disbursement Request” shall mean a request for a disbursement of the Construction Allowance signed by a duly authorized representative of Tenant, together with: i. copies of reasonable documentation (such as bills and invoices) that indicate that the applicable work has been completed, the applicable materials have been furnished, or the applicable services have been performed, as the case may be,

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed One Million One Hundred Fifty-One Thousand Seven Hundred Fifty and 00/100 Dollars ($135.00 1,151,750.00) (based upon $25.00 per rentable square foot in within the Relocation Premises Premises) (the “Construction Allowance”) to be applied toward the Total Construction CostsCosts 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. If , 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 are estimated to exceed Costs, if, as, and when the Construction Allowance by more than $5.00 per rentable square foot cost of the Relocation PremisesWork is actually incurred and paid by Landlord. In the event Tenant has elected to perform the Work, then 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) 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) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format (3) delivery of the architectural “as-built” plan for the Work as constructed (and hard copy required by Section 5 as set forth above) to Landlord’s construction representative (set forth below), and (34) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee 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 thirty (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 thirty (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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) 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 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, or (3C) the conditions to the advance of the Construction Allowance are not satisfied. Landlord acknowledges that it shall not be permitted to deduct management, supervision, or (4) coordination fees or charges from the Construction Allowance. Tenant is shall have the right, at any time and from time to time by notice to Landlord in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used writing, to pay for furniture, fixtures require Landlord to credit all or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the any unused Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, Allowance against Tenant’s obligation to pay for furnitureBase Rent until such unused portion is exhausted, fixtures or equipmentprovided, moving costshowever, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion no more than half of the Construction Allowance may be used for soft costs and, provided further, that no more than $10.00 per rentable square foot within the Premises may be used as a credit against rent. The term “soft costs” for the purposes of the foregoing sentence includes design and space planning costs, costs for the preparation of the Working Drawings and the final “as-built” plan of the Work, reasonable out-of-pocket moving costs, costs of furniture, fixtures, equipment, cabling, and security system installation, and credit against future rent. In such event, Landlord shall credit such difference against Tenant’s Base Rent due under the Lease. (c) The obligations next coming due. Any unused Construction Allowance must be used (i.e. work performed and invoices submitted Tenant does not elect to Landlord) by June 30, 2020, or the Construction Allowance have credited against Base Rent shall be deemed forfeited with no further obligation held by Landlord with respect theretofor Tenant’s use in future Work. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises amount of US one hundred thousand dollars ($100,000.00) (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then 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 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 request 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: (ia) a request for payment and sworn statements of itemized with a statement from Tenant and contractorcontractor outlining the portion of Work for which reimbursement is being requested, (iib) final or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant WorkWork which has been completed at the time the reimbursement request is being made, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iiic) 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 1020% of the Construction Allowance, (1i) the permanent certificate of occupancy issued for the Relocation Premises (if a certificate of occupancy is required by law), (ii) Tenant’s occupancy of the Premises, if required by applicable law, and (2iii) the record drawing in CAD formatformat (if available), 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 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 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 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, within eighteen (18) months following the Effective Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. . Not less than eighty percent (d80%) If Landlord defaults in Landlord’s obligation to pay of the Construction Allowance pursuant must be used to Section 9 pay for the expansion / addition of this Exhibit B-1restroom facilities at the Premises and hard and soft construction items related thereto; the balance of the Construction Allowance may be used for other improvements to the Premises, or any portion thereof, within five (5) days after at the date option of the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold be used for routine and/or non-routine repair, enhancement or replacement of the HVAC system and offset such unpaid sums from and against 25% of Base Rent next due until paidHVAC equipment serving the Premises.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 500,000.00 (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated to exceed Improvement, and toward other items as provided below; provided, only $100,000.00 of the Construction Allowance by more than $5.00 per rentable square foot shall be available to Tenant from the Effective Date through Lease Month 12; thereafter, the remainder the of the Relocation Premises, then no Construction Allowance shall be made available to Tenant. No advance of the Construction Allowance shall be made by Landlord until Tenant Xxxxxx 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 AllowanceExcess Amount. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance Allowance, to be applied solely toward the 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) final final, unconditional or partial lien waivers, as the case may be, from all persons performing work or supplying or fabricating materials for the Tenant WorkImprovements, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt (c) copies of paymentall invoices and proof of payment of same, and (iiid) the Architectarchitect’s certification that the Tenant Work 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, (iv) with respect to the disbursement of the last 1020% of the Construction Allowance, : (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format (3) delivery of the “as‑built” plans for the Tenant Improvements as constructed (and hard copy required by Section 5 as set forth above) to Landlord’s construction representative (set forth below), and (34) 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 TenantXxxxxx’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 LandlordXxxxxxxx’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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work Improvements or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building Project or the Relocation 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 Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an event of default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Tenant Improvements must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within twenty-four (24) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If , time being of the essence with respect thereto. After the final completion of the Tenant Improvements and a reconciliation by Landlord defaults in Landlord’s obligation to pay of the Construction Allowance pursuant to Section 9 of this Exhibit B-1and the Total Construction Costs, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and apply up to $400,000.00 of the Construction Allowance against 25% of Base Rent next and Additional Rent coming due until paidafter Lease Month 13.

Construction Allowance. (a) Landlord and Tenant hereby agree that Landlord shall provide to Tenant a construction with an allowance not to exceed in the amount of Twelve and No/100 Dollars ($135.00 12.00) per rentable square foot in of the Relocation Premises Expansion Area (the “Construction Allowance”) ), to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Workcost of the design and construction of the 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. If Notwithstanding the Total Construction Costs are estimated to exceed 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 more than 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 paid directly and timely by Landlord to the contractors and/or sub-contractors, as applicable, but in any 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 the thirtieth (30th) calendar day following Landlord’s receipt of such expenses. All costs and expenses in excess of the Construction Allowance, which have been approved in advance by Tenant in Tenant’s sole discretion, shall be paid for by Tenant within thirty (30) days of Tenant’s approval of such excess costs and expenses. Any unused portion of the Construction Allowance up to and not to exceed $5.00 per rentable square foot of the Relocation PremisesExpansion Area may be, then 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 amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at in Tenant’s request 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 itemssole discretion, used: (i) as a request credit to Base Rent due; (ii) by Tenant for payment furniture, fixtures and sworn statements equipment or (iii) by Tenant for the cost of Tenant the Expansion Working Drawings. Landlord or its affiliate shall cooperate and contractorwork closely with the Project Manager to (i) supervise the Expansion Work on behalf of Landlord, (ii) final or partial lien waivers, as make disbursements required to be made to 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 paymentcontractor, (iii) act as a liaison between the Architect’s certification that the contractor and 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, and (iv) with respect to coordinate the disbursement of relationship between the last 10% of Expansion Work, 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 aboveBuilding, and (3) an estoppel certificate confirming such factual matters as the Building’s systems. The parties hereto agree that there will be no construction supervision fee payable to 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 CBRE by 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the LeaseExpansion Work. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 40.00 per rentable square foot in the Relocation Premises New Space ($531,400.00, the “Construction Allowance”) to be applied toward the Total Construction CostsCosts (provided that the Construction Allowance and Additional Allowance may not be used for audio visual equipment, as adjusted for any changes furniture or other personal property not related to permanent improvements). (a) The Construction Allowance shall be disbursed in accordance with the Tenant Workschedule set forth in (c) below. If the Total Construction Costs are estimated to exceed projected cost of the Work exceeds the Construction Allowance by more than $5.00 per rentable square foot Allowance, the cost of the Relocation Premises, then no advance Work in excess of the Construction Allowance is referred to herein as the “Excess Costs”. Provided Tenant shall not be made by in default of any of its obligations under this Lease, Landlord until Tenant has first paid agrees 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 fund, on a pro rata basis with Tenant, disbursements of the Construction AllowanceAllowance (less retainage amounts as set forth below) concurrently with Tenant’s funding of its pro rata share of the Excess Costs. ThereafterFor avoidance of doubt, Landlord and Tenant acknowledge that Landlord’s pro rata share of a payment due towards the cost of the Work (where there are costs over and above the Construction Allowance) shall pay be based on the ratio that the Construction Allowance bears to the total projected cost of the Work, and Tenant’s pro rata share shall be the percentage share remaining after subtracting Landlord’s pro rata share from 100. (b) Landlord shall have the right to withhold reasonable retainage of the Construction Allowance (and Additional Allowance if applicable) and to file notices of completion in the applicable county records in accordance with state law. The obligation of Landlord to make each such disbursement of the Construction Allowance (and Additional Allowance if applicable) is subject to the condition precedent that, on the date of such disbursement, no event has occurred and is continuing which constitutes a default of Tenant under the Lease (as amended by this Amendment) (provided that following the cure of such default Landlord shall fund the disbursement not disbursed due to such default). After each disbursement of the Construction Allowance (or at any portion thereof) (and Additional Allowance if applicable, or portion thereof) by Landlord to Tenant’s request directly , Tenant shall be solely responsible for disbursement 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 , subcontractors, architect, engineers and material suppliers 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 payments for the Tenant WorkTotal XXXXXX CENTER II/TPI COMPOSITES, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, INC. Construction Costs (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 limited as set forth 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”). 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within nine (9) months following the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures New Space Commencement Date or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. Prior to the date of this Amendment, Landlord made available to Tenant a test fit allowance of $0.12 per rentable square foot in the New Space ($1,594.20, the “Test Fit Allowance”), which Test Fit Allowance if actually paid to Tenant (or its space planner) will be deducted from the Construction Allowance. (dc) If Landlord defaults in Landlord’s obligation to pay shall make payments of the Construction Allowance pursuant as follows (subject to Section 9 of this Exhibit B-1, or any portion thereof, within five the pro rata disbursement as described in (5a) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.above):

Construction Allowance. (a) Landlord Subtenant shall provide be entitled to Tenant receive a construction allowance not to exceed $135.00 per rentable square foot for Subtenant’s build out of the Subleased Premises in the Relocation Premises amount of Three Hundred Sixty Nine Thousand Five Hundred Seventy Five and 00/100 Dollars ($369,575.00) (the “Construction "Allowance”) to be applied toward the 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 Relocation Premises, then no advance of the Construction The Allowance shall be made used for the "hard" construction costs of labor and materials actually incurred by Landlord until Tenant has first paid Subtenant for construction of permanent improvements to prepare the Subleased Premises for Subtenant's initial occupancy ("Subtenant's Work"). Notwithstanding the forgoing to the contractor from its own funds contrary, Subtenant may utilize up to fifteen percent (and provided reasonable evidence thereof to Landlord15%) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction 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. ThereafterDuring the performance of Subtenant’s Work, Landlord shall pay to Tenant Subtenant may submit draw requests (or each a "Draw Request") at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements any time (but not more frequently than once in any calendar monthmonthly) following for the receipt by Landlord disbursement of the following items: lesser of (A) 90% of the cost of the applicable portion of Subtenant’s Work or (B) 90% of the portion of the 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 (i) a request paid invoices for payment and sworn statements the applicable portion of Tenant and contractorSubtenant’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 final plans therefor approved by Landlord and Sublandlord, and (iii) lien waivers or partial lien waivers, as the case may be, releases from all persons performing work or supplying or fabricating materials for the Tenant 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, fully executedSubtenant shall submit to Sublandlord a written request for payment of (x) the balance of the Allowance or (y) the balance of the amount actually expended by Subtenant for Subtenant's Work, acknowledged whichever is the lesser, but subject to the limitation on "soft costs" set forth above. Such request shall be accompanied by (i) all paid invoices for Subtenant'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 in recordable form, which waivers may be conditioned upon receipt of paymentSublandlord, (iii) the Architect’s certification that the Tenant 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 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, (ivextent not previously provided to Sublandlord) with respect to the disbursement all claims against Landlord and Sublandlord arising out of the last 10% such Subtenant's Work. Within twenty (20) days after receipt of the Construction Allowanceeach Draw Request from Subtenant and supporting documentation, (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”). Landlord Sublandlord shall pay the amount requested in the applicable Completed Application for Payment due pursuant to Tenant within 30 days following Tenant’s submission of the Completed Application for Paymentthis Paragraph 13(d). 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 If Sublandlord fails to the contrary contained in this Exhibit, Landlord shall not be obligated disburse 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 Subtenant any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for payment, Allowance to which Subtenant is entitled (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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant which is not then in Defaultdispute), Tenant then Subtenant may use a portion give Sublandlord notice of the Construction Allowancesuch failure 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, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation PremisesTHEN SUBTENANT SHALL HAVE THE RIGHT TO DEDUCT OR RECOUP THE SUM OWED FROM, to pay for furnitureOR OFFSET OR NET THE SUMS OWED AGAINST, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation PremisesTHE FIXED RENT AND ADDITIONAL RENT NEXT BECOMING DUE UNDER THE SUBLEASE. Should Tenant elect to use a portion of the Construction Allowance to pay such failure continue for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within more than ten (10) business days after Sublandlord’s receipt of such Offset Exercise Notice is received by Landlordnotice, then provided no Default exists Tenant may withhold 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 offset such unpaid sums from and against 25% of Base Additional Rent next becoming due until paidunder the Sublease.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 2,825,800 (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If the Total Construction Costs are estimated Up to exceed the Construction Allowance by more than $5.00 6.00 per rentable square foot in the Premises of the Relocation PremisesConstruction Allowance may be used for (a) design fees for architect/interior designer and consultants, then no (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 improvements, (g) acquisition costs of furniture (including modular furniture, cubicles and/or built-in furniture), (h) signage and graphics permanently installed in the lease space or on the Building, and (i) auxiliary equipment required for the operation of the Tenant’s business, such as dumpsters, generators, and additional HVAC. 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 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 request 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: (i1) a request for payment and sworn statements of Tenant and contractorpayment, (ii2) 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, and (iii3) 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 1020% of the Construction Allowance, (1A) the C-3 permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law(B) Tenant’s occupancy of the Premises, (2C) delivery of the record drawing in CAD format, PDF format and hard copy required by Section 5 architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (3D) 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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1i) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2ii) 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 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, (3iii) the conditions to the advance of the Construction Allowance are not satisfied, or (4iv) an Event of Default by Tenant is in Default under exists. After the Lease. (b) The final completion of the Work and a reconciliation by Landlord of the Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in DefaultCosts, 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 payment of such moving expenses, then Landlord shall pay to Tenant any remaining excess Construction Allowance (up to a portion maximum of the Construction Allowance, not to exceed an amount equal to $35.00 4.00 per rentable square foot of in the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises). Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the 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 essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then 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 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 request 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”). 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 ExhibitExhibit D, for the purpose of Tenant’s modification of the Premises, Landlord agrees to contribute an amount equal to Two Hundred Sixty-Five Thousand One Hundred Ten Dollars ($265,110.00) (the “2061 Construction Allowance”) toward the cost of Tenant’s Work. In the event the cost of Tenant’s Work exceeds the 2061 Construction Allowance, such excess amount shall be borne solely by Tenant. Upon written request from Tenant made within two (2) years of the “Commencement Date” under the 850 Lease and from time to time but not more than on a monthly basis, Landlord shall not be obligated pay 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 Tenant Work all 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the 2061 Construction Allowance, not as described below, within thirty (30) days after receiving an invoice therefor, as such costs are incurred by Tenant and after Tenant has delivered to exceed Landlord the following: 1. For the final payment, an amount equal to $35.00 per rentable square foot executed Tenant’s estoppel certificate in accordance with Paragraph 16 of the Relocation PremisesLease; 2. For the final payment, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt copy of Tenant’s requestrecorded, valid “Notice of Completion”; 3. Tenant shall provide lien waivers as appropriate. No portion A complete list of the Construction Allowance may be used as names, addresses, telephone numbers and contract amounts for all contractors, subcontractors, vendors and/or suppliers providing materials and/or labor for Tenant’s Work; 4. All mechanics’ lien releases from Tenant’s general contractor and all of its subcontractors and suppliers which have given Landlord a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted 20-day preliminary lien notice, which lien releases, with respect to Landlord) by June 30, 2020, or the Construction Allowance progress payments shall be deemed forfeited with no further obligation by Landlord the appropriate conditional and unconditional lien releases, and with respect thereto.to the final payment, are final, unconditional and in legal form; (d) If Landlord defaults 5. For the final payment, copies of all building permits, indicating inspection and approval by the issuer of said permits; and 6. For the final payment, an architect’s certification that the Premises have been constructed in Landlordaccordance with Tenant’s obligation to pay the Construction Allowance pursuant to Section 9 of approved Plans and are materially complete in accordance with this Exhibit B-1D except for items typically found on a “punch list.” 7. For any payment, a written representation from the general contractor and each subcontractor or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting supplier for whom payment of an invoice is requested stating what percentage of the total work such unpaid amounts and notifying Landlord that Tenant intends person or entity is under contract to offset against rent if not paid. In the event that Landlord fails perform has been completed to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paiddate.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed sixty dollars ($135.00 60.00) per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If When the Work has been finally completed and Tenant has paid the Total Construction Costs are estimated to exceed the Construction Allowance by more than $5.00 per rentable square foot of the Relocation Premises, then 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 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 request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) Allowance, or so much thereof that has been paid by Tenant as the Total Construction Costs, following the receipt by Landlord of the following items: (i) a request for payment and sworn statements of Tenant and contractorpayment, (ii) final or partial lien waivers, as the case may be, waivers 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, (2v) delivery of the record drawing in CAD format, PDF format and hard copy required by Section 5 architectural “as-built” plan for the Work as constructed (as set forth above) to Landlord’s construction representative (set forth below), and (3vi) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee may reasonably request request, including evidence of all payments made to Tenant’s contractor (collectively, a “Completed Application for Payment”). Landlord shall pay the amount requested requested, up to the amount of the Construction Allowance, 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 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 during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) 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 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, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within twelve (12) months following the Rent Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) As an inducement to Tenant’s entering into this Lease, Landlord shall provide to Tenant a construction tenant improvement allowance not of up to exceed $135.00 150.00 per rentable square foot in of the Relocation Premises demised to Tenant (i.e., a maximum of $13,339,500.00 based on 88,930 rentable square feet) (the “Construction Allowance”) to be applied toward used by Tenant to pay for the Total Construction Costs, as adjusted for any changes cost to the Tenant construct Tenant’s Work. If the Total Construction Costs are estimated to exceed the Construction Allowance by Landlord and Tenant specifically agree that Tenant may apply no more than $5.00 15.00 per rentable square foot of the Relocation PremisesPremises demised to Tenant (i.e., then no advance a maximum of $1,333,950.00 based on 88,930 rentable square feet) towards “soft costs” (including, but not limited to, architect’s and engineer’s fees) or furniture, fixtures and equipment (“FFE”) expenses. (b) Landlord shall pay Landlord’s Proportion (as hereinafter defined) of the cost shown on each requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof until the entirety of the Construction Allowance has been exhausted. If requested by Tenant, Landlord shall pay Landlord’s Proportion directly to Tenant’s contractors, vendors, service providers and consultants; provided, however, such arrangement is acceptable to Landlord’s mortgagee (if any). For purposes of Tenant’s Work, “Landlord’s Proportion” shall be made a fraction, the numerator of which is the Construction Allowance, and the denominator of which is the total contract price for Tenant’s Work. A “requisition” shall mean written documentation, including, without limitation, (i) invoices from Tenant’s contractors, vendors, service providers and consultants, and such other documentation as Landlord may reasonably request, showing in reasonable detail the cost of the items in question or improvements installed to date in the Premises, accompanied by Landlord until certifications from 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 that the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) requisition in question is true and correct and does not exceed the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord cost of the following items: (i) a request for payment items or improvements covered by such requisition; and sworn statements of Tenant and contractor, (ii) final evidence that all of Tenant’s Work and other work done by or partial lien waivers, as the case may be, from on behalf of Tenant which could give rise to any mechanic’s or materialman’s liens has been paid for in full and that any and all persons performing work liens therefor that have been or supplying or fabricating materials for the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt filed have been satisfied of payment, record or waived (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“Lien Waivers”) 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 Landlordprior month’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”)requisition. Landlord shall pay have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Leasethereof. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 7.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) 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 1020% of the Construction Allowance, (1) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2) Tenant’s occupancy of the record drawing in CAD formatPremises, PDF format and hard copy required by Section 5 (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 (34) 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 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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) 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 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, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within twelve (12) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) 32.1. The entire amount of the Initial Construction Allowance shall be available upon Tenant’s written request from time to time to pay the cost of Tenant’s Work and the other permissible uses immediately upon commencement of Tenant’s Work and without regard to any phasing of Tenant’s Work or Tenant’s occupancy of the Premises. The Second Construction Allowance shall be available upon Tenant’s written request from time to time for work Tenant performs from and after December 1, 2018 and the other permissible uses immediately upon commencement of such work and without regard to the phasing thereof or Tenant’s occupancy of the Premises, and Landlord shall provide to and Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises agree that such work (the “Construction AllowanceLater Tenant Work”) to shall be applied toward treated in the Total Construction Costs, same manner as adjusted for any changes to Tenant’s Work hereunder. Any portion of the Tenant Work. If the Total Construction Costs are estimated to exceed the Initial Construction Allowance by more than $5.00 per rentable square foot of or the Relocation PremisesSecond Construction Allowance not expended for such purposes shall be, then no advance upon Tenant’s written request given to Landlord, applied against Base Rent and Additional Rent due under this Lease (without requirement, except as set forth in Section 32.3, that any Tenant Work or Later Tenant Work be completed). 32.2. Subject to Tenant’s obligations under Section 8.3, Tenant may direct that Landlord make payments of the Construction Allowance to any vendor, contractor, or subcontractor. Landlord shall be made make such payments not later than 30 days after receipt by Landlord until from Tenant has first paid to the contractor of copies of invoices from such vendor, contractor, or subcontractor (and, where applicable, its own funds subcontractors and suppliers), together with direction from Tenant and a certificate from Tenant (and provided reasonable or other evidence thereof satisfactory to Landlord) indicating that the anticipated amount by work to which such invoices relate has been substantially completed and/or the projected Total Construction Costs exceed materials to which such invoices relate have been installed in, or delivered to, the Premises. Landlord shall make such payments in the amount then due to such vendor, contractor, or subcontractor inclusive of any retainage provided for in the applicable contract. With respect to lienable items, as a condition precedent to disbursement of any such progress payment subsequent to the first such progress payment, Tenant shall deliver to Landlord original lien waivers from the applicable vendor, contractor, or subcontractor, and any applicable subcontractor or supplier thereof, indicating that the claims for mechanics’ or materialmen’s liens with respect to the labor and materials reflected in the draw request for the immediately preceding progress payment have been waived. A further condition precedent to disbursement of the last such progress payment to a vendor, contractor, or subcontractor shall be that Landlord has received from Tenant (either prior to, or simultaneously with, the issuance of such final payment) final and unconditional original lien waivers from such vendor, contractor, or subcontractor and all subcontractors, suppliers, materialmen and other parties who performed labor at, or supplied materials to, the Premises in connection with Tenant’s Work. Progress payment shall not be made at any time that a Default by Tenant exists under this Lease. 32.3. Promptly after completion of Tenant’s Work (but in all events within six months following the Substantial Completion of all of Landlord’s Work (as such 6-month period shall be extended by Force Majeure and Tenant Delay), Tenant shall provide Landlord with copies of invoices and other documentation reasonably requested by Landlord to evidence Tenant’s expenditure for the hard costs of Tenant’s Work in an aggregate amount not less than $40.00 per RSF of Office Space. The provisions of this Section 32.3 shall not apply to the Later Tenant Work or the Second Construction Allowance. 32.4. Thereafter, Landlord shall pay The right to Tenant (or at receive reimbursement for the cost of Tenant’s request Work as set forth in this Article 32 shall be for the exclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party, including, without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney, or any other person, firm, or entity. Without in any way limiting the provisions of the other indemnities contained in this Lease, Tenant shall indemnify and hold harmless Landlord from and against any and all liability, damages, claims, costs, or expenses arising out of or relating to Landlord’s payment of any installment of the Initial Construction Allowance or the Second Construction Allowance directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements contractor or construction manager (but not more than once in any calendar month) following the receipt by Landlord of the following items: (i) a request for payment as 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 extent such payment only) any punch-list itemsto Tenant’s general contractor or construction manager was directed by Tenant), on the appropriate AIA form or another form approved by Landlordtogether with all costs, 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 aboveexpenses, and (3) an estoppel certificate confirming liabilities incurred in, or in connection with, each such factual matters as Landlord claim, action, or Landlord’s Mortgagee may reasonably request (collectivelyproceeding brought thereon, 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. Ifincluding, howeverwithout limitation, the Completed Application for Payment is incomplete or incorrect, Landlord shall promptly notify Tenant of the same all reasonable attorneys’ fees and Landlord’s payment of such request shall be deferred until 30 days following Landlord’s receipt of the corrected Completed Application for Paymentexpenses. 32.5. Notwithstanding anything to the contrary contained in this ExhibitArticle 32, Landlord shall not be obligated to make any disbursement $300,000.00 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Initial Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect theretomade available for the cost of the Bathroom Work only. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. Landlord shall pay for actual construction of the Improvements, a sum not to exceed Five Hundred Sixty-eight Thousand One Hundred Twenty-eight Dollars ($568,128) ("Construction Allowance"), as follows: (a) Prior to any request for payment, Tenant shall have approved the status of construction of the Improvements and satisfied itself that the work is complete to that point, provided however, Landlord shall provide have the right to Tenant a construction allowance inspect and approve any and all roof construction/installation, such approval not to exceed $135.00 per rentable square foot in be unreasonably withheld or delayed; (b) Tenant shall forward to Landlord the Relocation Premises (the “Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted contractor's request 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 payment along with Tenant's approval of the Relocation Premises, then no advance of the Construction Allowance work. Payment by Landlord (which may include payments to subcontractors) shall be made by Landlord until Tenant has first paid directly 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 request 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 waiverssubcontractor, as the case may be, from all persons performing work or supplying or fabricating materials for ) within twenty (20) days after receipt by Landlord of the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, documentation required by this Amendment (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, in the case of any roof work, completion of Landlord's inspection). (ivc) with respect to the disbursement of the last 10% of the Construction Allowance, (1) the permanent certificate of occupancy issued Requests for the Relocation Premises, if required by applicable law, such payment shall not be submitted more often than once every two (2) weeks. (d) Requests for payment shall be accompanied (i) for the first payment, by conditional lien releases applicable to the work for which payment is being requested; (ii) for all future payments, by conditional lien releases applicable to the work for which payment is being requested and unconditional lien releases for all work for which payment has previously been made. Tenant shall be responsible for obtaining unconditional lien releases upon Landlord's final payment and shall record drawing in CAD format, PDF format a Notice of Completion with a conformed copy to be forwarded to Landlord. Failure to do so within thirty (30) days after final payment 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”). Landlord shall pay the amount requested in the applicable Completed Application for Payment notice to Tenant within 30 days following Tenant’s submission requesting such Notice of the Completed Application for Payment. If, however, the Completed Application for Payment is incomplete or incorrect, Landlord Completion shall promptly notify Tenant constitute a breach 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (be) The Construction Allowance must be used on Tenant Work performed within In the Relocation Premises and event that the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding cost of completion of the foregoing, provided Tenant is not in Default, Tenant may use a portion of Improvements exceeds the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, Improvements shall nevertheless be completed and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance any excess shall be deemed forfeited with no further obligation payable by Landlord with respect theretoTenant. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed (i) $135.00 per rentable square foot in 592,050 for Suite 100 & 110 of the Relocation Premises (the “"Suite 100 & 110 Allowance") and (ii) $411,640.00 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 applicable Total Construction CostsCosts for the portion of the Premises to which they relate, 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 Relocation Premises, then no No advance of the Construction 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 anticipated amount by which the projected Total Construction Costs exceed 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 (and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs for the Suite 150 Work exceeds the amount of the Suite 150 Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Suite 100 & 110 Allowance and the Suite 150 Allowance in multiple disbursements (but not more than once in any per calendar month) following the receipt by Landlord of the following items: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) final or partial lien waiverswaivers 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 Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, and (iiic) the Architect’s '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 Suite 100 & 110 Allowance or Suite 150 Allowance, as applicable: (1) the permanent certificate of occupancy issued for the Relocation Suite 100 & 110 Premises or the Suite 150 Premises, if required by applicable lawas applicable, (2) Tenant's occupancy of the Suite 100 & 110 Premises, or the Suite 150 Allowance, as applicable, (3) delivery of the architectural record drawing in CAD formatdrawings (or, PDF format 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 hard copy required by Section 5 as set forth above) to Landlord's construction representative (set forth below), and (34) an estoppel certificate confirming such factual matters as Landlord or Landlord’s '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 '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 's payment of such request shall be deferred until 30 days following Landlord’s '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 disbursement of the Construction Allowance during the pendency of any of the following: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s '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 Relocation Premises, (3C) the conditions to the advance of the Construction Allowance are not satisfied, (D) Tenant continues to be in breach of the Building Rules & Regulations following five (5) business days' notice by Landlord, or (4E) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance disbursed) within nine (9) months following the Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 7.00 per rentable square foot in the Relocation Premises (equal to $602,199.00) (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then no 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 estimated amount by which the projected Total Construction Costs will exceed the amount of the Construction AllowanceAllowance (if any) plus the amount for which Tenant is then seeking reimbursement. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following completion of the Work and the receipt by Landlord of the following items: (ia) a request for payment and sworn statements of Tenant owner (tenant) and contractorgeneral 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), (iib) final or partial lien waivers, as the case may be, from Tenant's General Contractor and all other persons performing work or supplying or fabricating materials for the Tenant WorkWork in excess of $25,000, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment(c) if applicable, (iii) the Architect’s '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, (1d) the permanent certificate of occupancy issued for the Relocation PremisesPremises (if one is issued and required), and (e) if required by applicable lawdrawings were prepared, (2) the record drawing in CAD Autocad 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 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 '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 's payment of such request shall be deferred until 30 days following Landlord’s '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 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2) there is an unbonded lien outstanding against the Building or the Relocation Premises or Tenant’s '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 Relocation Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within Lease beyond any applicable notice and cure period. Notwithstanding anything to the Relocation Premises and the Total Construction Costs and may not be used to pay for furniturecontrary contained herein, fixtures or equipment or so long as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Defaultdefault beyond any applicable notice and cure periods, provided Tenant may use a portion has performed the restroom renovation work required by Section 2(c) of this workletter exhibit, Tenant, upon notice given to Landlord at any time from and after the one year anniversary of the Construction AllowanceRenewal Commencement Date, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a may apply any unused portion of the Construction Allowance to pay which Tenant is otherwise entitled to the payment of ensuing monthly installments of Fixed Minimum Rent under the Lease until fully applied. If there shall be a default existing under the Lease at the time Tenant makes application for such soft costspayment under this Work Letter, at Landlord’s request Landlord shall advise Tenant and if Tenant shall execute and deliver a letter to Landlord confirming cure the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costssame, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give reapply to Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that for payments due Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidunder this Work Letter.

Construction Allowance. (a) Landlord shall provide pay to Tenant a construction an allowance not to exceed in the amount of $135.00 106.25 per rentable square foot (approximately $1,912,500.00) in cash and shall allow Tenant to recapture the first $112,500.00 from Percentage Rent as it becomes due for a total of $2,025,000.00 with respect to Tenant's construction of its Demised Premises in the Relocation Premises Shopping Center and the improvements installed by Tenant therein pursuant to Exhibit "C" of this Lease (the “"Construction Allowance”"). Landlord shall also pay to Tenant fifty percent (50%) to be applied toward the 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 Relocation Premisescosts of the Weltxx Xxxeet Sign, then no advance provided, such cost to Landlord shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00). Provided Tenant is not in default in the performance of any of its obligations under the Lease, the Construction Allowance shall be made paid to Tenant by Landlord until Tenant has first paid to within thirty (30) days after the contractor from its own funds (fulfillment of each and provided reasonable evidence thereof to Landlord) the anticipated amount by which the projected Total Construction Costs exceed the amount every one of the Construction Allowance. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt conditions: A. 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 Tenant's 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) accompanied by receipted invoices covering all of Tenant's Work on a monthly basis; B. Receipt by Landlord of a Certificate of Final Completion issued by Tenaxx'x xrchitect; C. Completion of Tenant's Work in substantial compliance with Exhibit "C" and Tenant's Landlord-approved plans and specifications; D. Receipt by Landlord of waivers of lien from each of Tenant's contractors and each subcontractor performing any such work and each materialman providing materials for such work; E. Receipt by Landlord of a true and correct copy of the permanent certificate Certificate of occupancy issued Occupancy for the Relocation Demised Premises, if ; F. Receipt by Landlord of certificates of insurance required by applicable lawthe Lease; and G. Tenant shall have opened for business in the Demised Premises to the general public. In the event Landlord has failed to pay to Tenant the Construction Allowance within thirty (30) days after fulfillment of each of the foregoing conditions, and such failure continues for a period of fifteen (15) days after notice to Landlord from Tenant, then any and all amounts not so paid shall bear interest at a rate from time to time announced by the Bank of America, NT & SA, or its successors as its prime or reference rate plus two percent (2%) the record drawing in CAD formatper annum. Any documents, PDF format such as affidavits of contractors and hard copy subcontractors, waivers of liens or similar documents required by Section 5 above, and (3) an estoppel certificate confirming such factual matters Landlord as Landlord or Landlord’s Mortgagee may reasonably request (collectively, a “Completed Application for Payment”). Landlord set forth above shall pay the amount requested be on forms as are commercially reasonable 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 PaymentShopping Center industry. Notwithstanding anything contained herein to the contrary contained in this Exhibitcontrary, Landlord hereby covenants and agrees that it shall not be obligated require only the contingencies specifically outlined herein in order to make any disbursement satisfy the requirements necessary for Tenant to obtain its Construction Allowance. Notwithstanding anything contained herein to the contrary, in the event of the Construction Allowance during the pendency an early termination of any of the following: (1) Landlord has received written notice of any unpaid claims relating this Lease due to any portion default on the part of the 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of shall reimburse the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a unamortized portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter set forth above to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 thirty (30) days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Leasesaid early termination. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance an amount not to exceed $135.00 per rentable square foot in the Relocation Premises (the “Construction Allowance”) Tenant Improvement Allowance to be applied toward the 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 Relocation Premises, then no No advance of the Construction Allowance shall be made by Landlord until Tenant Xxxxxx has first paid to the contractor Tenant Contractors from its own funds (and provided reasonable evidence thereof to Landlord) the anticipated amount by which excess of the projected Total Construction Costs exceed over the amount of the Construction Tenant Improvement Allowance, plus the amount of the draw then being requested by Xxxxxx. Thereafter, Landlord shall pay to Tenant (or at Tenant’s request directly to Tenant’s general contractor) the Construction Tenant Improvement Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt by Landlord of the following items: (ia) a request for payment and with sworn statements of Tenant and contractorthe Tenant Contractors, (iib) final or partial lien waivers, as the case may be, reasonably acceptable to Landlord from all persons performing work or supplying or fabricating materials Tenant Contractors for the Tenant Work, fully executed, acknowledged and in recordable form, which waivers may be conditioned upon receipt of payment, (iiic) 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 AllowanceRetainage, (1w) “as built” drawings in both paper and AutoCad format; (x) the permanent certificate of occupancy issued for the Relocation Premises, if required by applicable law, (2y) Xxxxxx’s occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 abovePremises, and (3z) an estoppel certificate confirming such factual matters as Landlord or Landlord’s Mortgagee Mortgage Holder may reasonably request (collectively, 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 30 forty-five (45) 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 LandlordXxxxxxxx’s payment of such request shall be deferred until 30 forty-five (45) 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 disbursement of the Construction Tenant Improvement 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 Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (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 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 advance of the Construction Tenant Improvement Allowance are not satisfied, or (4) an Event of Default exists. The Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Improvement Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, within six (6) months following the Commencement Date or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed of Seventy Dollars ($135.00 70.00) per rentable square foot in the Relocation Building 1 Premises (the “"Construction Allowance”") to be applied toward the Total Construction Costs, adjusted as adjusted provided herein for any changes to the Tenant Work. If The Construction Allowance shall not be disbursed to Tenant in cash, but shall be disbursed by Landlord to pay the Total Construction Costs are estimated Costs, if, as, and when the cost of the Work is actually incurred. Landlord shall disburse within thirty (30) days following receipt of a 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 exceed make the applicable disbursement prior to the end of such calendar month. No less than eighty percent (80%) of the Construction Allowance must be applied toward the expenses (both hard and soft costs) incurred by more than 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 this Section, the remaining amount automatically shall be applied by Landlord to Tenant's then-current Rent obligations. In addition, Landlord shall provide to Tenant a design layout allowance not to exceed Ten Cents ($5.00 0.10) per rentable square foot of in the Relocation Premises, then no advance of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds Building 1 Premises (and provided reasonable evidence thereof not the Building 2 Premises) (the "Design Allowance") to Landlordbe applied toward the costs of designing a layout for two (2) the anticipated amount by which the projected Total Construction Costs exceed the amount of the Construction Allowance. Thereafter, Landlord shall pay to Tenant floors (or at Tenant’s request 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, one (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 typical floor plan layout 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”). 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 disbursement of the Construction Allowance during the pendency of any of the following: one (1) Landlord has received written notice of any unpaid claims relating to any portion specialty or executive layout» of the 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 have been done, or materials supplied or specifically fabricated, claimed to have been supplied or specifically fabricated, to or for Tenant or the Relocation 1 Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, . Tenant may use a portion begin drawing funds up to an aggregate amount of the Construction Allowance, not to exceed an amount equal to Four Dollars ($35.00 4.00) per rentable square foot in the Building 1 Premises from the Construction Allowance following the date of the Relocation Premises, this Lease to pay for furniturecosts incurred by Tenant for space planning, fixtures or equipment, moving costs, cabling costs, design and other soft costs associated with the Relocation Premiseslegal services. Should Tenant elect to use shall furnish a written requisition for any portion of the Construction Allowance that is to pay for be applied toward such soft costsexpenses, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance which requisition shall be deemed forfeited with no further obligation accompanied by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of appropriate invoices and such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received other documentation as may reasonably be requested by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 50.00 per rentable square foot contained in the Relocation 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 Work. If in cash, but shall be applied by Landlord to the payment of the Total Construction Costs are estimated to exceed Costs, if, as, and when the cost of the Improvements is actually incurred and paid by Landlord. Notwithstanding the foregoing, at Tenant’s election, a portion of the Construction Allowance by more than remaining after payment of the cost of the Improvements (not to exceed $5.00 per rentable square foot of contained in the Relocation Premises, then no advance of the Construction Allowance shall ) may be made disbursed 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 request 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 for the following items: items and costs (icollectively the “Allowance Items”): (a) a request for payment costs incurred in connection with the purchase and/or installation of furniture, fixtures and sworn statements of Tenant and contractor, (ii) final or partial lien waivers, as equipment in 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 (3b) 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 moving expenses incurred by 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 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 Tenant Work or materials in connection therewith covered by previously funded applications for payment, (2) there is an unbonded lien outstanding against with its move into the Building or the Relocation 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 Relocation Premises, (3) the conditions to the advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a The portion of the Construction Allowance that may be used for the items described in this paragraph is referred to pay herein as the “Discretionary Allowance.” Landlord shall make disbursements of the Discretionary Allowance to Tenant for such soft coststhe Allowance Items as follows: Subsequent to the Lease Commencement Date and continuing until the Allowance Deadline (as hereinafter defined), at Tenant may make one single request from Landlord for that portion of the Discretionary Allowance to which Tenant is entitled by delivering 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 request Tenant liens in a form reasonably acceptable to Landlord, when applicable, from any contractors, subcontractors, suppliers, materialmen and/or vendors. Within forty-five (45) days thereafter, Landlord shall execute and deliver a letter check to Landlord confirming Tenant made payable to Tenant, in the exact amount of the Construction Discretionary Allowance used so requested; provided, however, in no event shall Landlord be required to pay for such soft costs. Should Tenant elect to use a portion make more than one disbursement of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s requestDiscretionary Allowance. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Improvements must be fully complete and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance (including the portion consisting of the Discretionary Allowance) requested by Tenant, if not already applied by Landlord to the Total Construction Costs) on or before the date that is two (2) months after Substantial Completion (the “Allowance Deadline”), or such Construction Allowance or remaining portion thereof shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 37.50 per rentable square foot in the Relocation Second Expansion Premises (the “Second Expansion Construction Allowance”) to be applied toward the Total Construction Costs, as adjusted for any changes to the Tenant Work. If 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 are estimated to exceed Costs, if, as, and when the Construction Allowance by more than $5.00 per rentable square foot cost of the Relocation Premises, then no advance Work is actually incurred and paid by Landlord. After the final completion of the Construction Allowance shall be made by Landlord until Tenant has first paid to the contractor from its own funds (Work 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 request directly to Tenant’s general contractor) the Construction Allowance in multiple disbursements (but not more than once in any calendar month) following the receipt a reconciliation 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”). 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 disbursement of the Second Expansion 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding provided no default under the foregoing, provided Tenant is not in DefaultLease then exists and no Event of Default has occurred, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal up to $35.00 3.00. per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a in each portion of the Second Expansion Premises of the excess 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 pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a applicable portion of the Construction Allowance to pay for such costs, Tenant shall provide Second Expansion Premises. Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall will reimburse Tenant for such amounts the Moving Costs (subject to the cap described above) within 30 business days of receipt of Tenant’s requestafter receiving invoices therefor and supporting documentation reasonably acceptable to Landlord. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Second Expansion Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted the Second Expansion Construction Allowance disbursed) within nine months following the latest to Landlordoccur of (a) by June 30the Suite 600 Effective Date, 2020(b) the Suite 400 Effective Date or (c) the Suite 500 Effective Date, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto, time being of the essence with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.

Construction Allowance. (a) 4.1. Landlord shall provide to Tenant with a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises amount of Four Hundred Eight Thousand Nine Hundred Sixty Dollars ($408,960.00) (the “"ALLOWANCE"). The Allowance shall be applied to, without limitation, all elements of the cost of construction, including, without limitation, all architectural, design and engineering fees, space planning fees, the fees of Landlord's roofing consultant and contractor to if the Tenant Improvements in any way affect the Building roof, city and regulatory agency permit and license fees and plan checks, Title 24 fees, all labor, all materials, all construction-related utility charges (including, without limitation, all charges for electrical power and water used during construction, the cost of all bonds and permits, and all other fees and costs necessary for the construction of the Tenant Improvements (collectively, "CONSTRUCTION COST"). The Allowance shall not be applied to the fixturizing or cabling the premises or to the purchase, lease, or finance of any furnitures, fixtures, equipment or inventory. However, if the Construction Cost exceeds the Allowance”) , Tenant shall have the option, to be applied toward exercised if at all by delivering written notice to Landlord at any time before the Total Construction CostsExtended Term Commencement Date, as adjusted for any changes to request Landlord to fund an additional allowance to construct the Tenant Work. If the Total Construction Costs are estimated Improvements subject to exceed the Construction Allowance by more than this Section 4 of up to Two and 50/100 Dollars ($5.00 2,50) per rentable square foot of the Relocation PremisesPremises (the "ADDITIONAL TI ALLOWANCE"). If so requested and if Landlord then agrees, then no advance of in Landlord's sole discretion, to fund the Construction Additional TI Allowance, the Additional TI Allowance shall be made by Landlord until Tenant has first paid to amortized over the contractor from its own funds Extended Term (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 request 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”). Landlord shall pay the amount requested defined in the applicable Completed Application Amendment) at ten percent (10%) per annum and added to Monthly Basic Rent 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 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 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 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 advance of the Construction Allowance are not satisfied, or (4) Tenant is in Default all purposes under the Lease. (b) . The Construction term "ALLOWANCE" shall collectively mean the Tenant Improvement Allowance must be used on Tenant Work performed within and, if elected, the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Additional TI Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premises. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed and invoices submitted to Landlord) by June 30, 2020, or the Construction Allowance shall be deemed forfeited with no further obligation by Landlord with respect thereto. (d) If Landlord defaults in Landlord’s obligation to pay the Construction Allowance pursuant to Section 9 of this Exhibit B-1, or any portion thereof, within five (5) days after the date the same is due, then Tenant shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paid.,

Construction Allowance. (a) Landlord shall provide to Tenant a construction allowance not to exceed $135.00 per rentable square foot in the Relocation Premises 10,144,936.00 (the “Construction Allowance”) to be applied toward the 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 Relocation Premises, then 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 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 request 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: (ia) a request for payment and sworn statements of Tenant and contractorpayment, (iib) 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, and (iiic) 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) Tenant’s occupancy of the record drawing in CAD format, PDF format and hard copy required by Section 5 abovePremises, 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 Mortgagee Incumbrancer may reasonably request 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 TenantXxxxxx’s submission of the Completed Application for Payment. IfDuring such time that the Total Construction Costs (as set forth in Tenant’s construction contract, howevera 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) the amount requested, or (B) the amount actually payable to, as applicable, the Completed Application for Payment is incomplete contractor or incorrectsubcontractor(s), Landlord shall promptly notify Tenant in each case including any applicable ten percent (10%) retainage. Once any excess between the Total Construction Costs and the amount of the same and Landlord’s payment of such request Construction Allowance has been fully funded by Tenant, disbursements shall be deferred made in the amount requested by Tenant, excluding any ten percent (10%) retainage, until 30 days following Landlord’s receipt of all conditions to final disbursement are satisfied. Tenant shall fund the corrected Completed Application for Paymentremainder 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: (1A) Landlord has received written notice of any unpaid claims relating to any portion of the Tenant Work or materials in connection therewith covered by previously funded applications for paymenttherewith, other than claims which will be paid in full from such disbursement, (2B) 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 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, (3C) the conditions to the advance of the Construction Allowance are not satisfied, or (4D) an Event of Default by Tenant is in Default under the Lease. (b) The Construction Allowance must be used on Tenant Work performed within the Relocation Premises and the Total Construction Costs and may not be used to pay for furniture, fixtures or equipment or as rent abatement, HOWEVER, notwithstanding the foregoing, provided Tenant is not in Default, Tenant may use a portion of the Construction Allowance, not to exceed an amount equal to $35.00 per rentable square foot of the Relocation Premises, to pay for furniture, fixtures or equipment, moving costs, cabling costs, and other soft costs associated with the Relocation Premisesexists. Should Tenant elect to use a portion of the Construction Allowance to pay for such soft costs, at Landlord’s request Tenant shall execute and deliver a letter to Landlord confirming the exact amount of the Construction Allowance used to pay for such soft costs. Should Tenant elect to use a portion of the Construction Allowance to pay for such costs, Tenant shall provide Landlord with a written request that includes copies of paid invoices or receipts for reimbursement of such costs, and Landlord shall reimburse Tenant for such amounts within 30 days of receipt of Tenant’s request. Tenant shall provide lien waivers as appropriate. No portion of the Construction Allowance may be used as a credit against Rent due under the Lease. (c) The Construction Allowance must be used (i.e. work performed that is, the Work must be fully complete and invoices submitted to Landlord) by June 30, 2020, or 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. (d) If Landlord defaults in Landlord’s obligation . Tenant shall not be entitled to pay receive, as a credit against Rent or otherwise, any unused portion of the Construction Allowance. In no event shall the Construction Allowance pursuant to Section 9 of this Exhibit B-1be used for any Tenant furniture, fixtures or equipment or any portion thereofcommunications or data cabling, within five (5) days after the date the same is due, then Tenant all of which shall have the right to give Landlord a second written notice (“Offset Exercise Notice”) requesting payment of such unpaid amounts and notifying Landlord that Tenant intends to offset against rent if not paid. In the event that Landlord fails to contest in good faith or fully pay such amounts within ten (10) business days after such Offset Exercise Notice is received by Landlord, then provided no Default exists Tenant may withhold and offset such unpaid sums from and against 25% of Base Rent next due until paidbe at Tenant’s sole cost.