Common use of Construction Obligation and Finish Allowance Clause in Contracts

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 per rentable square foot (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans and (iii) payment of the Construction Management Fee (hereinafter defined). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two percent (2%) of the Contract Sum to construct Tenant’s Improvements (“Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F of the Finish Allowance (i.e. 56/61 x $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord to Tenant within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant to Landlord.

Construction Obligation and Finish Allowance. The condition of the Expansion Space Premises prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 25.00 per rentable square foot (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“Finish Allowance”), ) which Finish Allowance allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans and (iii) payment of the Construction Management Fee (hereinafter defined). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two percent (2%) of the Contract Sum to construct Tenant’s Improvements (“Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Provided there is no additional space planning, Landlord agrees that total architectural/engineering fees will be reasonable and shall not exceed $1.50/RSF. Up to $4.605.00/R8F RSF of the Finish Allowance (i.e. 56/61 x $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord to Tenant within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant to Landlord.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 17.75 per rentable square foot of Agreed Rentable Area in the initial Premises (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“the "Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements, which contract sum shall include without limitation, the costs of any and all payment and performance bonds required by Landlord in connection with the construction of Tenant's Improvements and any other costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “"Contract Sum”"), (ii) the fees of the preparer of the Space Plan and the Construction Plans and Plans, (iii) payment of the Construction Management Fee (hereinafter defined), and (iv) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs. Upon completion of Tenant’s 's Improvements and in consideration of Landlord administering the construction of Tenant’s 's Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of the Contract Sum to construct Tenant’s 's Improvements (“the "Construction Management Fee”") (the foregoing costs are collectively referred to as the “"Permitted Costs”"). Up . (b) Title to $4.60/R8F any equipment, appliances, furnishings or personalty installed in the Premises and purchased with any portion of the Finish Allowance (i.e. 56/61 x $4.60/RSFshall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, $4.60 may be used as of January Iappliances, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit furnishings or applied to other expenses incurred by Tenant such as signage costspersonalty from the Premises without Landlord's express, engineering and professional fees, moving prior written consent or cabling expenses and said costs or fees shall be reimbursed unless requested by Landlord to Tenant within thirty (30) days in connection with the expiration or earlier termination of submission in writing of evidence of said costs or fees by Tenant to Landlordthe Lease.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, that Landlord shall provide Tenant with an allowance of up to Twenty-Nine and No/100 Dollars ($22.95 29.00) per rentable square foot of Agreed Rentable Area of the Third Expansion Space (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, but in no event more than monthly, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements Improvements, which contract sum shall include without limitation, any costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans and (iii) payment of the Construction Management Fee (hereinafter defined). Upon completion , (iii) the fees of the preparer of the Space Plan and the Construction Plans, (iv) the construction management fee payable to Tenant’s Improvements construction manager in a amount not to exceed One and No/100 Dollar ($1.00) per Agreed Rentable Area of the Third Expansion Space, and (v) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs, except as otherwise expressly provided herein. In consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord will deduct from the Finish Allowance a fee equal to two three percent (23%) of the Contract Sum to construct Tenant’s Improvements (the “Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F In the event any portion of the Finish Allowance remains unexpended after payment of all costs and expenses in connection with the Tenant’s Improvements, up to Three and No/100 Dollars (i.e. 56/61 x $4.60/RSF, $4.60 may be used as 3.00) per square foot of January I, 2013 and will reduce by $.08/SF for each additional month until Agreed Rentable Area in the Third Expansion Date Space of such remaining amount (the “Permitted Additional Cost Allowance”) may be used by Tenant as a rental credit or applied to other expenses incurred by Tenant for (i) the purchase and installation of telephone and data cabling and (ii) the purchase and installation of Tenant’s furniture, fixtures and equipment (such as signage costs, engineering and professional fees“Permitted Additional Costs”). Following the Third Expansion Date, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord will reimburse Tenant for the Permitted Additional Costs (to Tenant the extent of any remaining Permitted Additional Cost Allowance) within thirty (30) days after Landlord’s receipt of submission invoices therefor. Any portion of the Finish Allowance, including any Permitted Additional Cost Allowance, that remains unexpended after payment of all costs and expenses in writing of evidence of said costs or fees connection with the Tenant’s Improvements and the Permitted Additional Costs, may be used for alterations performed by Tenant in any portion of the Premises in accordance with the terms of Sections 6.303 and 6.304 of the Lease. Any portion of the Finish Allowance, including any Permitted Additional Cost Allowance, that is not requested to be disbursed by Tenant on the date that is six (6) months after the Third Expansion Date shall be the sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. Notwithstanding anything to the contrary in this Exhibit B, the Suite 260 Finish Allowance shall be applied to pay the Permitted Costs prior to the Finish Allowance, and the Finish Allowance shall be used only after the Suite 260 Finish Allowance has been fully exhausted. Further, notwithstanding anything to the contrary in Exhibit B attached to the Fourth Amendment, to the extent any of the Finish Allowance, as defined in Exhibit B to the Fourth Amendment (herein referred to as the “Suite 260 Finish Allowance”), remains unexpended after payment of all Permitted Costs (as defined in Exhibit B to the Fourth Amendment) with respect to Suite 260 and all Permitted Additional Costs (as defined in Exhibit B to the Fourth Amendment) with respect to Suite 260, such unexpended portion of the Suite 260 Finish Allowance may be used for alterations performed by Tenant in any portion of the Premises in accordance with the terms of Sections 6.303 and 6.304 of the Lease; provided any Suite 260 Finish Allowance not requested to be disbursed by Tenant by the date that is six (6) months after the Third Expansion Date shall be the sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. (b) Title to any fixtures (excluding, without limitation, all items paid for with the Permitted Additional Costs Allowance, personally, movable equipment, furniture and computers) installed in the Third Expansion Space and purchased with any portion of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such fixtures (excluding, without limitation all items paid for with the Permitted Additional Costs Allowance, personally, movable equipment, furniture and computers) from the Third Expansion Space without Landlord’s express, prior written consent or unless requested by Landlord in connection with the expiration or earlier termination of the Lease. (c) Landlord shall obtain a customary one (1) year warranty from the contractor performing the Tenant’s Improvements, and shall assign such warranty on a nonexclusive basis to Tenant with respect to any portion of the Tenant’s Improvements in the Third Expansion Space that Tenant is responsible to maintain.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; , with contractors approved by Landlord pursuant to Section 3 below, provided, however, Landlord shall provide Tenant with an allowance up to of $22.95 42.00 per rentable square foot of Agreed Rentable Area in the Premises (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) costs (collectively referred to as the “Permitted Costs”): (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements (the “Contract Sum”), (ii) the fees of the preparer Design Professional for the preparation of the Space Plan and Construction Plans and Drawings, together with any related fees of engineering consultants engaged by Tenant or the Design Professional (such fees, collectively, the “Planning Fees”); (iii) payment of the Construction Management Fee (hereinafter defined). Upon completion ; (iv) voice and data cabling costs (the “Cabling Costs”), (v) Tenant’s actual out-of-pocket moving expenses incurred in connection with its initial occupancy of the Premises, including, without limitation, Tenant’s costs of moving from any other space in the Building to the Premises (“Moving Costs”); (vi) cost of fixtures, furniture and equipment to be located within the Premises for use in connection with Tenant’s business operations (“FF&E Costs”); (vii) Tenant’s third-party project management fees (not to exceed 2% of the sum of the Contract Sum and the Planning Fees); and (viii) fees for permits or inspections required in connection with construction of Tenant’s Improvements Improvements; provided that only up to $12.00 per square foot of Agreed Rentable Area in the Premises shall be available for Cabling Costs, Moving Costs and in FF&E Costs (collectively), and provided further that only $8.00 per square foot of such $12.00 per square foot maximum amount shall be available for application to FF&E Costs. In consideration of Landlord administering overseeing the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two one percent (21%) of the sum of the Contract Sum to construct Tenant’s Improvements and the Planning Fees (the “Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up The Construction Management Fee shall be paid to $4.60/R8F Landlord monthly on the basis of Landlord’s reasonable estimate of the percentage of Tenant’s Improvements completed at the time of the payment. The Finish Allowance shall (subject to the remaining provisions of this Section) be disbursed from the Reserve Account (as defined in Section 15.28 of the Lease) from time to time (but no more than once monthly), in an amount equal to the invoices and/or statements submitted to Landlord and for which Tenant has not been previously reimbursed. Landlord shall authorize disbursements from the Reserve Account within ten (10) days after receipt of (1) a request for reimbursement from Tenant setting forth the amount sought to be reimbursed and the approximate cost to complete construction of the Tenant’s Improvements, (2) acceptable invoices and statements supporting the amount requested by Tenant, and (3) fully executed and acknowledged releases and waivers of liens and claims (to the extent of work theretofore performed) in form acceptable to Landlord, from each of Tenant’s Contractors (as defined in Section 3 below) and suppliers that is to receive any portion of the amount requested. Notwithstanding the Renaissance Tower/ Priority Fulfillment Services, Inc. foregoing, Landlord shall not be required (A) to authorize disbursements from the Reserve Account if any of Tenant’s Contractors or their respective subcontractors, suppliers and materialmen file or have given notice of intent to file a lien against the Premises and/or the Building which has not been bonded around or released in accordance with the requirements of Section 2.4 below, until the time of such bonding or release, or (B) to authorize disbursements from the Reserve Account for the last installment of the Finish Allowance unless and until Tenant provides Landlord final lien waivers (i.e. 56/61 x $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord to Tenant within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant form reasonably satisfactory to Landlord) executed by each of Tenant’s Contractors and their respective subcontractors, suppliers and materialmen, releasing and waiving all contractual, statutory and constitutional liens and security interests that they may have against the Premises, the Building, Tenant or Landlord arising out of or relating to the construction or design of the Tenant’s Improvements.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, Landlord shall provide Tenant with an allowance of up to $22.95 per rentable square foot 40,968.00 (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) payment of the Construction Management Fee (hereinafter defined) which shall be deducted from the Finish Allowance, (ii) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements (the “Contract Sum”), ) and (iiiii) the fees of the preparer of the Construction Plans and any construction plans (iii) payment of the Construction Management Fee (hereinafter definedforegoing costs are collectively referred to as the “Permitted Costs”). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of the Contract Sum to construct Tenant’s Improvements (the “Construction Management Fee”), which shall be deducted from the Finish Allowance. In addition to the Finish Allowance, Landlord shall transfer to Tenant upon Tenant’s request up to twelve (12) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F of the Finish Allowance workstations and two (i.e. 56/61 x $4.60/RSF2) of the executive desks currently located in Suite 725 of the Building, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by but Tenant as a rental credit or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord to Tenant within thirty (30) days of submission in writing of evidence of said responsible for disassembling, relocating, and reassembling the workstations and desks, which costs or fees by Tenant to Landlordshall be deducted from the Finish Allowance.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 1,493.66 per rentable square foot full calendar month remaining in the initial term of the Lease on the First Floor Expansion Premises Commencement Date (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until the "First Floor Expansion Date) (“Premises Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) ) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements, which contract sum shall include without limitation, the costs of any and all payment and performance bonds required by Landlord in connection with the construction of Tenant's Improvements and any other costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “"Contract Sum”"), (ii) the fees of the preparer of the Space Plan and the Construction Plans and Plans, (iii) payment of the Construction Management Fee (hereinafter defined), and (iv) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs. Upon completion of Tenant’s 's Improvements and in consideration of Landlord administering the construction of Tenant’s 's Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of the Contract Sum to construct Tenant’s 's Improvements (“the "Construction Management Fee”") (the foregoing costs are collectively referred to as the “"Permitted Costs”"). Up . (b) Title to $4.60/R8F any equipment, appliances, furnishings or personalty installed in the First Floor Expansion Premises and purchased with any portion of the First Floor Expansion Premises Finish Allowance (i.e. 56/61 x $4.60/RSFshall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, $4.60 may be used as of January Iappliances, 2013 and will reduce by $.08/SF for each additional month until furnishings or personalty from the First Floor Expansion Date ) may be used by Tenant as a rental credit Premises without Landlord's express, prior written consent or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed unless requested by Landlord to Tenant within thirty (30) days in connection with the expiration or earlier termination of submission in writing of evidence of said costs or fees by Tenant to Landlordthe Lease.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, the Initial Improvements but Landlord shall provide not, under any circumstances, be required to spend more than the Tenant with an allowance up to $22.95 per rentable square foot (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“Finish Allowance”), which Finish Improvement Allowance shall be for Tenant’s Improvements only and which allowance in doing so. The Tenant Improvement Allowance shall be disbursed by Landlord, from time to timetime after receiving Tenant’s written 1001 3rd Avenue South - Select Comfort Corporation - NNN (2016 v1.1) approval, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements (the “Contract Sum”), (ii) the fees Cost of the preparer of the Construction Plans and (iii) payment of Work, including the Construction Management Fee (hereinafter defined)payable to Landlord. Upon completion of Tenant’s Improvements and in In consideration of for Landlord administering the construction of Tenant’s the Initial Improvements, Tenant agrees to pay Landlord a fee equal to two one and one half percent (21.5%) of the Contract Sum to construct Tenant’s Improvements sum of the Cost of the Work (“Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up The Construction Management Fee shall be paid to $4.60/R8F Landlord bi-weekly on the basis of Landlord’s reasonable estimate of the Finish Allowance (i.e. 56/61 x $4.60/RSF, $4.60 may percentage of the Initial Improvements completed at the time of the payment. Tenant will be used as of January I, 2013 billed in arears for any payment owed for any additional work requested and will reduce by $.08/SF for each additional month until Expansion Date ) may be used approved in writing by Tenant as above and beyond the Tenant Improvement Allowance. On or prior to the Commencement Date, Landlord agrees to provide to Tenant the final cost of the Tenant approved improvements, Tenant shall deliver to Landlord the actual Tenant’s Costs, minus the Prepayment previously paid, unless there are any good faith challenges which parties agree to resolve in a rental credit or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees timely fashion. All sums due Landlord under this Section 5 shall be reimbursed by considered Rent under the terms of the Lease. Except as set forth herein, nonpayment shall constitute a default under the Lease and shall entitle Landlord to any and all remedies specified in the Lease, unless Tenant within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant has a good faith defense as to Landlordthe amount owed.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, that Landlord shall provide Tenant with an allowance of up to Thirty- Eight and no/100 Dollars ($22.95 38.00) per rentable square foot of Agreed Rentable Area of the Expansion Space (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, but in no event more than monthly, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements, which contract sum shall include without limitation, the costs of any and all payment and performance bonds required by Landlord in connection with the construction of Tenant’s Improvements and any other costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans and Plans, (iii) payment of the Construction Management Fee (hereinafter defined), and (iv) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs. Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two three percent (23%) of the Contract Sum to construct Tenant’s Improvements (the “Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F In the event any portion of the Finish Allowance remains unexpended after payment of all costs and expenses in connection with the Tenant’s Improvements, (i.e. 56/61 x x) up to $4.60/RSF50,000.00 of such remaining amount may applied toward any Excess Costs or Permitted Additional Costs (both as defined in Exhibit D to the Lease) with respect to the Current Premises, and (y) up to $4.60 may be used as 4.00 per square foot of January I, 2013 and will reduce by $.08/SF for each additional month until Agreed Rentable Area in the Expansion Date Space of such remaining amount (the “Permitted Additional Cost Allowance”) may be used for the following costs: (1) purchase and installation of telephone and data cabling, (2) Tenant’s construction management fees (not to exceed $1.00 per square foot of Agreed Rentable Area in the Expansion Space), (3) actual out-of-pocket move related expenses paid by Tenant as a rental credit or applied to other expenses unrelated third parties, (4) costs incurred by Tenant in connection with Tenant’s permitted signage at the Building, and (5) the purchase and installation of Tenant’s furniture to be located in the Expansion Space (such as signage costs, engineering and professional fees“Permitted Additional Costs”). Following the Commencement Date, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord will reimburse Tenant for the Permitted Additional Costs (to Tenant the extent of any remaining Permitted Additional Cost Allowance) within thirty (30) days after Landlord’s receipt of submission in writing invoices therefor. Any portion of evidence of said costs or fees the Finish Allowance, including any Permitted Additional Cost Allowance and the $50,000.00 made available for Excess Costs and Permitted Additional Costs with respect to the Current Premises, not requested to be disbursed by Tenant on the date that is twelve (12) months after the Expansion Space Commencement Date shall be the sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. In the event Landlord fails to timely pay any portion of the Finish Allowance, including the Permitted Additional Cost Allowance, and such failure continues for thirty (30) days after Landlord’s receipt of notice thereof, Tenant shall have the right, upon written notice to Landlord, to pay for the work to be paid with such Finish Allowance, including the Permitted Additional Cost Allowance, and in such event, Tenant shall have the right, to the extent not previously reimbursed by Landlord, to offset such payment against its monetary obligations under the Lease. Notwithstanding the foregoing, in no event shall Tenant have a right to offset any portion of the Finish Allowance, including the Permitted Additional Cost Allowance that is in dispute by Landlord. Further notwithstanding the foregoing, upon Landlord’s payment in full the current loan outstanding to Wachovia Bank, National Association, Tenant’s right of offset with respect to the Finish Allowance, including the Permitted Additional Cost Allowance, shall terminate and be of no force or effect. (b) Title to any fixtures (excluding, without limitation, all items paid for with the Permitted Additional Costs Allowance, personalty, movable equipment, furniture and computers) installed in the Expansion Space and purchased with any portion of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such fixtures (excluding, without limitation all items paid for with the Permitted Additional Costs Allowance, personalty, movable equipment, furniture and computers) from the Expansion Space without Landlord’s express, prior written consent or unless requested by Landlord in connection with the expiration or earlier termination of the Lease.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, that Landlord shall provide Tenant with an allowance of up to Thirty-Eight and no/100 Dollars ($22.95 38.00) per rentable square foot of Agreed Rentable Area of the Premises (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, but in no event more than monthly, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements, which contract sum shall include without limitation, the costs of any and all payment and performance bonds required by Landlord in connection with the construction of Tenant’s Improvements and any other costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans and Plans, (iii) payment of the Construction Management Fee (hereinafter defined), and (iv) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs. Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two three percent (23%) of the Contract Sum to construct Tenant’s Improvements (the “Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F In the event any portion of the Finish Allowance remains unexpended after payment of all costs and expenses in connection with the Tenant’s Improvements, up to $4.00 per square foot of Agreed Rentable Area in the Premises of such remaining amount (i.e. 56/61 x $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date the “Permitted Additional Cost Allowance”) may be used for the following costs: (1) purchase and installation of telephone and data cabling, (2) Tenant’s construction management fees (not to exceed $1.00 per square foot of Agreed Rentable Area in the Premises), (3) actual out-of-pocket move related expenses paid by Tenant as a rental credit or applied to other expenses unrelated third parties, (4) costs incurred by Tenant in connection with Tenant’s permitted signage at the Building, and (5) the purchase and installation of Tenant’s furniture to be located in the Premises (such as signage costs, engineering and professional fees“Permitted Additional Costs”). Following the Commencement Date, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord will reimburse Tenant for the Permitted Additional Costs (to Tenant the extent of any remaining Permitted Additional Cost Allowance) within thirty (30) days after Landlord’s receipt of submission in writing invoices therefor. Any portion of evidence of said costs or fees the Finish Allowance, including any Permitted Additional Cost Allowance not requested to be disbursed by Tenant on the date that is twelve (12) months after the Commencement Date shall be the sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. In the event Landlord fails to timely pay any portion of the Finish Allowance, including the Permitted Additional Cost Allowance, and such failure continues for thirty (30) days after Landlord’s receipt of notice thereof, Tenant shall have the right, upon written notice to Landlord, to pay for the work to be paid with such Finish Allowance, including the Permitted Additional Cost Allowance, and in such event, Tenant shall have the right, to the extent not previously reimbursed by Landlord, to offset such payment against its monetary obligations under the Lease. Notwithstanding the foregoing, in no event shall Tenant have a right to offset any portion of the Finish Allowance, including the Permitted Additional Cost Allowance that is in dispute by Landlord. Further notwithstanding the foregoing, upon Landlord’s payment in full the current loan outstanding to Wachovia Bank, National Association, Tenant’s right of offset with respect to the Finish Allowance, including the Permitted Additional Cost Allowance, shall terminate and be of no force or effect. (b) Title to any fixtures (excluding, without limitation, all items paid for with the Permitted Additional Costs Allowance, personalty, movable equipment, furniture and computers) installed in the Premises and purchased with any portion of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such fixtures (excluding, without limitation all items paid for with the Permitted Additional Costs Allowance, personalty, movable equipment, furniture and computers) from the Premises without Landlord’s express, prior written consent or unless requested by Landlord in connection with the expiration or earlier termination of the Lease.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 16.00 per rentable square foot of Agreed Rentable Area in the Expansion Premises (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until the "Expansion Date) (“Premises Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements, which contract sum shall include without limitation, the costs of any and all payment and performance bonds required by Landlord in connection with the construction of Tenant's Improvements and any other costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “"Contract Sum”"), (ii) the fees of the preparer of the Space Plan and the Construction Plans and Plans, (iii) payment of the Construction Management Fee (hereinafter defined), and (iv) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs. Upon completion of Tenant’s 's Improvements and in consideration of Landlord administering the construction of Tenant’s 's Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of the Contract Sum to construct Tenant’s 's Improvements (“the "Construction Management Fee”") (the foregoing costs are collectively referred to as the “"Permitted Costs”"). Up . (b) Title to $4.60/R8F any equipment, appliances, furnishings or personalty installed in the Expansion Premises and purchased with any portion of the Expansion Premises Finish Allowance (i.e. 56/61 x $4.60/RSFshall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, $4.60 may be used as of January Iappliances, 2013 and will reduce by $.08/SF for each additional month until furnishings or personalty from the Expansion Date ) may be used by Tenant as a rental credit Premises without Landlord's express, prior written consent or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed unless requested by Landlord to Tenant within thirty (30) days in connection with the expiration or earlier termination of submission in writing of evidence of said costs or fees by Tenant to Landlordthe Lease.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 per rentable square foot 233,292.50 (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as the "Third Floor Right of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“First Refusal Premises Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) ) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements, which contract sum shall include without limitation, the costs of any and all payment and performance bonds required by Landlord in connection with the construction of Tenant's Improvements and any other costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “"Contract Sum”"), (ii) the fees of the preparer of the Space Plan and the Construction Plans and Plans, (iii) payment of the Construction Management Fee (hereinafter defined), and (iv) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs. Upon completion of Tenant’s 's Improvements and in consideration of Landlord administering the construction of Tenant’s 's Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of the Contract Sum to construct Tenant’s 's Improvements (“the "Construction Management Fee”") (the foregoing costs are collectively referred to as the “"Permitted Costs”"). Up . (b) Title to $4.60/R8F any equipment, appliances, furnishings or personalty installed in the Third Floor Right of First Refusal Premises and purchased with any portion of the Third Floor Right of First Refusal Premises Finish Allowance (i.e. 56/61 x $4.60/RSFshall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, $4.60 may be used as appliances, furnishings or personalty from the Third Floor Right of January IFirst Refusal Premises without Landlord's express, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit prior written consent or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed unless requested by Landlord to Tenant within thirty (30) days in connection with the expiration or earlier termination of submission in writing of evidence of said costs or fees by Tenant to Landlordthe Lease.

Construction Obligation and Finish Allowance. The condition of (a) Landlord shall solicit bids from at least three (3) contractors to construct the Expansion Space prior Tenant's Improvements, and unless otherwise approved by Tenant, shall select the lowest qualified bidder to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including perform the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvementsconstruction. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up equal to $22.95 8.00 per rentable square foot of Agreed Rentable Area in the Premises (including the Expansion Space) (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date199,560.00) (“the "Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) the following costs (collectively referred to as the "Permitted Costs"): (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements (the “"Contract Sum”"), (ii) the fees of the preparer of the Space Plan and Construction Plans (such fees, the "Planning Fees"); and (iii) payment such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) incurred by Tenant, including without limitation, data and telephone cabling costs, security costs, furniture, fixture and equipment costs, and relocation costs. Landlord shall not charge any fee in connection with Landlord's administration of the Construction Management Fee (hereinafter defined). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s 's Improvements and Landlord shall not require a payment or performance bond in connection with construction of the Tenant's Improvements. In the event any Finish Allowance remains unexpended after payment of the Permitted Costs, Tenant agrees such unexpended amount shall be applied against Tenant's obligation to pay Landlord a fee equal Basic Rent under the Lease. (b) Title to two percent (2%) of any equipment, appliances, furnishings or personalty installed in the Contract Sum to construct Tenant’s Improvements (“Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F Expansion Space and purchased with any portion of the Finish Allowance (i.e. 56/61 x $4.60/RSFshall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, $4.60 may be used as of January Iappliances, 2013 and will reduce by $.08/SF for each additional month until furnishings or personalty from the Expansion Date ) may be used by Tenant as a rental credit Space without Landlord's express, prior written consent or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed unless requested by Landlord to Tenant within thirty (30) days in connection with the expiration or earlier termination of submission in writing of evidence of said costs or fees by Tenant to Landlordthe Lease.

Construction Obligation and Finish Allowance. The condition of (a) Landlord shall solicit bids from at least three (3) contractors to construct the Expansion Space prior Tenant's Improvements, and unless otherwise approved by Tenant, shall select the lowest qualified bidder to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including perform the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvementsconstruction. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up equal to $22.95 8.00 per rentable square foot of Agreed Rentable Area in the Premises (including the Expansion Space) (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date5,000.00) (“the "Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) the following costs (collectively referred to as the "Permitted Costs"): (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements (the “"Contract Sum”"), (ii) the fees of the preparer of the Space Plan and Construction Plans (such fees, the "Planning Fees"); and (iii) payment such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) incurred by Tenant, including without limitation, data and telephone cabling costs, security costs, furniture, fixture and equipment costs, and relocation costs. Landlord shall not charge any fee in connection with Landlord's administration of the Construction Management Fee (hereinafter defined). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s 's Improvements and Landlord shall not require a payment or performance bond in connection with construction of the Tenant's Improvements. In the event any Finish Allowance remains unexpended after payment of the Permitted Costs, Tenant agrees such unexpended amount shall be applied against Tenant's obligation to pay Landlord a fee equal Basic Rent under the Lease. (b) Title to two percent (2%) of any equipment, appliances, furnishings or personalty installed in the Contract Sum to construct Tenant’s Improvements (“Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F Expansion Space and purchased with any portion of the Finish Allowance (i.e. 56/61 x $4.60/RSFshall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, $4.60 may be used as of January Iappliances, 2013 and will reduce by $.08/SF for each additional month until furnishings or personalty from the Expansion Date ) may be used by Tenant as a rental credit Space without Landlord's express, prior written consent or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed unless requested by Landlord to Tenant within thirty (30) days in connection with the expiration or earlier termination of submission in writing of evidence of said costs or fees by Tenant to Landlordthe Lease.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, Landlord shall provide Tenant with an allowance of up to $22.95 per rentable square foot 22,865.00 (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) payment of the Construction Management Fee (hereinafter defined) which shall be deducted from the Finish Allowance, (ii) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements (the “Contract Sum”), ) and (iiiii) the fees of the preparer of the Construction Plans and any construction plans (iii) payment of the Construction Management Fee (hereinafter definedforegoing costs are collectively referred to as the “Permitted Costs”). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of the Contract Sum to construct Tenant’s Improvements (the “Construction Management Fee”), which shall be deducted from the Finish Allowance. In addition to the Finish Allowance, Landlord shall provide one (1) used fifteen (15) ton Liebert unit, but the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F installation of the Finish Allowance (i.e. 56/61 x $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees Liebert shall be reimbursed by Landlord at Tenant’s cost and expense, which shall be a Permitted Cost if installed prior to Tenant within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant to LandlordApril 1, 2006.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s 's Improvements, at Tenant’s 's cost and expense; provided, however, Landlord shall provide Tenant with an allowance up to $22.95 per rentable square foot 1,398,056 (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“the "Finish Allowance”"), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s 's Improvements including telcom wiring (the “"Contract Sum”"), (ii) the fees of the preparer of the Construction Plans (excluding costs of plans for the additional parking deck), and (iii) payment of the Construction Management Fee (hereinafter defined). Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two five percent (25%) of construction "hard" costs which are the Contract Sum total costs paid to construct Tenant’s Improvements (“Construction Management Fee”) the general contractor (the foregoing costs are collectively referred to as the “"Permitted Costs”"). Up Landlord shall have no obligation whatsoever to $4.60/R8F fund any portion of the Finish Allowance (i.e. 56/61 x for any cost other than the Permitted Costs. Title to any equipment, appliances, furnishings or personalty installed in the Premises and purchased with any portion of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such equipment, appliances, furnishings or personalty from the Premises without Landlord's express, prior written consent or unless requested by Landlord in connection with the expiration or earlier termination of the Lease. If the Permitted Costs exceed the Finish Allowance, then Landlord will apply the $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used 125,000 Advance Payment previously paid by Tenant as a rental credit or applied to other expenses incurred by Tenant towards such as signage excess costs, engineering and professional feesTenant will be responsible for further excess, moving or cabling expenses and said costs or fees shall if any, not covered by the Advance Payment. If the Finish Allowance exceeds the Permitted Costs, Landlord will retain such excess Finish Allowance and, provided no event of default then exists beyond applicable cure periods provided for in this Lease, the entire Advance Payment will be reimbursed by Landlord returned to Tenant within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant to LandlordTenant.

Construction Obligation and Finish Allowance. The condition of the Expansion Space Premises prior to construction of Tenant Improvements shall be in “as is” "Shell Condition", free from any debris and in a broom clean condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s) may be reused by Tenant Shell Condition for the purpose purposes hereof consists of completing Tenant’s Improvements. Landlord agrees to obtain the structural parts of the Building, the roof thereof, concrete floors, the exterior walls including exterior glass, the exterior parking lot and garage with no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; providedTenant Improvements installed, however, Landlord shall, at Landlord's expense, furnish and install the improvements shown on Exhibit "D-1". Pursuant to a separate agreement, Tenant shall retain The Staubach Company (hereinafter "TSC" ) as Tenant's interior construction manager ("Construction Manager") to represent Tenant with respect to all aspects of Tenant's Improvements. Tenant shall cause TSC to cooperate fully with Landlord's Construction Manager (hereinafter "LCM") in the expeditious review and approval of all Space Plans and Construction Plans and in all phases of the construction process. TSC shall review and monitor on behalf of TENANT the construction of the Tenant Improvements described in the Construction Plans in a good and Home Interiors & Gifts, Inc. Granite Tower at The Centre, 8/17/1999 workmanlike manner. Tenant shall have the option in its sole discretion to utilize Landlord's building standard doors, frames and hardware at Landlord's actual cost. LCM shall manage the construction of the work in a good and workmanlike manner and in connection therewith, shall perform certain services, including, without limitation: (a) budgeting; (b) scheduling; (c) preparation of bid invitation and summary of bids; (d) preparation of construction contract; (e) management of construction process to meet Tenant objectives; (f) review and process of contractor and subcontractor payment applications; (g) process change orders; (h) attend weekly construction meetings; (i) deliver as-built documents to Tenant. Upon approval by Landlord and Tenant of all of the completed Construction Plans, the LCM and TSC will submit the completed Construction Plans for pricing to the contractor (or contractors selected by Tenant subject to Landlord's approval, which shall not be unreasonably withheld) ["Bidding Contractor(s)]. Upon receipt of the bids from the Bidding Contractor(s), Tenant shall resolve changes to the Construction Plans necessary to obtain a building permit, achieve cost savings or otherwise coordinate with the Bidding Contractor selected by Tenant as the "Tenant Contractor" as evidenced by an AIA contract between Landlord and Tenant Contractor (and such changes shall be subject to Landlord's review and approval, which approval shall not be unreasonably withheld and shall be deemed given if not objected to within two (2) business days of receipt of the request). The construction contract shall be between the Tenant Contractor and Landlord and the costs of Tenant Improvements thereunder shall not include costs for bonds, utility costs during construction, repairs required for code performance of existing conditions, repair/corrections to existing conditions to meet industry standards or work to common areas. Landlord shall provide Tenant with an allowance up to of $22.95 2,001,753.00, or $27.00 per rentable square foot (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (“the "Finish Allowance”"), . which Finish Allowance shall be expended for Tenant’s Improvements only 's Improvements, including both hard costs (construction costs) and which allowance soft costs (design fees), along with moving expenses, telecom and cabling costs and other expenses related to the construction of Tenant's Improvements, including, without limitation, the costs of installing signage, supplemental HVAC systems, satellite/antenna equipment and security systems. The Finish Allowance shall be disbursed by Landlord, from time to time, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor Tenant Contractor engaged by the Landlord to construct Tenant’s 's Improvements (the “"Contract Sum”), (ii") and the fees of the preparer of the Construction Plans Plans, and (iii) payment of any other provider assisting in the Construction Management Fee (hereinafter defined). Upon completion of Tenant’s Improvements design, construction and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two percent (2%) of the Contract Sum to construct Tenant’s Improvements (“Construction Management Fee”) relocation process (the foregoing costs are collectively referred to as the “"Permitted Costs”"), upon delivery to Landlord of appropriate invoices, lien waivers and similar documents. Up There shall be no construction management fee paid by Tenant to $4.60/R8F of the Landlord's Construction Manager. Any unused Finish Allowance (i.e. 56/61 x $4.60/RSF, $4.60 may will be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date ) may be used by Tenant as a rental credit paid or applied to other expenses incurred by Tenant such as signage costs, engineering and professional fees, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord credited to Tenant in cash within thirty (30) days of submission in writing of evidence of said costs or fees by Tenant to Landlordfollowing Substantial Completion at Tenant's election.

Construction Obligation and Finish Allowance. The condition of the Expansion Space prior to construction of Tenant Improvements shall be in “as is” condition. Any existing [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. improvements, including the card reader(s(a) may be reused by Tenant for the purpose of completing Tenant’s Improvements. Landlord agrees to obtain no less than three (3) different competitive bids from mutually approved general contractors to construct Tenant’s Improvements, at Tenant’s cost and expense; provided, however, that Landlord shall provide Tenant with an allowance of up to Thirty-Two and no/100 Dollars ($22.95 32.00) per rentable square foot of Agreed Rentable Area of the 260 Expansion Space (i.e., 56/61 x $25.00/RSF, $22.95 will be provided as of January I, 2013 and will reduce by $.41/SF for each additional month until Expansion Date) (the “Finish Allowance”), which Finish Allowance shall be for Tenant’s Improvements only and which allowance shall be disbursed by Landlord, from time to time, but in no event more than monthly, for payment of (in the following priority) (i) the contract sum required to be paid by the Landlord to the general contractor engaged by the Landlord to construct Tenant’s Improvements Improvements, which contract sum shall include without limitation, any costs incurred by such general contractor to comply with the construction requirements applicable to the Building (the “Contract Sum”), (ii) the fees of the preparer of the Construction Plans and (iii) payment of the Construction Management Fee (hereinafter defined), (iii) the fees of the preparer of the Space Plan and the Construction Plans, (iv) the construction management fee payable to Tenant’s construction manager in a amount not to exceed One and no/100 Dollars ($1.00) per Agreed Rentable Area of the 260 Expansion Space, and (v) such other costs related to the leasehold improvements (such as equipment, appliances and furnishings) as Landlord specifically approves in writing, it being understood that Landlord shall have no obligation whatsoever to fund any portion of the Finish Allowance for such other costs, except as otherwise expressly provided herein. Upon completion of Tenant’s Improvements and in consideration of Landlord administering the construction of Tenant’s Improvements, Tenant agrees to pay Landlord a fee equal to two three percent (23%) of the Contract Sum to construct Tenant’s Improvements (the “Construction Management Fee”) (the foregoing costs are collectively referred to as the “Permitted Costs”). Up to $4.60/R8F In the event any portion of the Finish Allowance remains unexpended after payment of all costs and expenses in connection with the Tenant’s Improvements, up to $2.00 per square foot of Agreed Rentable Area in the 260 Expansion Space of such remaining amount (i.e. 56/61 x $4.60/RSF, $4.60 may be used as of January I, 2013 and will reduce by $.08/SF for each additional month until Expansion Date the “Permitted Additional Cost Allowance”) may be used by Tenant as a rental credit or applied to other expenses incurred by Tenant for (i) the purchase and installation of telephone and data cabling and (ii) the purchase and installation of Tenant’s furniture, fixtures and equipment (such as signage costs, engineering and professional fees“Permitted Additional Costs”). Following the 260 Expansion Date, moving or cabling expenses and said costs or fees shall be reimbursed by Landlord will reimburse Tenant for the Permitted Additional Costs (to Tenant the extent of any remaining Permitted Additional Cost Allowance) within thirty (30) days after Landlord’s receipt of submission in writing invoices therefor. Any portion of evidence of said costs or fees the Finish Allowance, including any Permitted Additional Cost Allowance, not requested to be disbursed by Tenant on the date that is nine (9) months after the 260 Expansion Date shall be the sole property of Landlord, and Tenant shall not be entitled to any credit, payment or abatement on account thereof. (b) Title to any fixtures (excluding, without limitation, all items paid for with the Permitted Additional Costs Allowance, personalty, movable equipment, furniture and computers) installed in the 260 Expansion Space and purchased with any portion of the Finish Allowance shall pass to Landlord upon payment of the invoice cost thereof and Tenant shall not remove any such fixtures (excluding, without limitation all items paid for with the Permitted Additional Costs Allowance, personalty, movable equipment, furniture and computers) from the 260 Expansion Space without Landlord’s express, prior written consent or unless requested by Landlord in connection with the expiration or earlier termination of the Lease. (c) Landlord shall obtain a customary one (1) year warranty from the contractor performing the Tenant’s Improvements, and shall assign such warranty on a non-exclusive basis to Tenant with respect to any portion of the Tenant’s Improvements in the 260 Expansion Space that Tenant is responsible to maintain.