Common use of Landlord’s Allowance Clause in Contracts

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 belowof the Lease, as an inducement to Tenant to enter into this LeaseThird Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii2.e.iii. below) an amount not to exceed Forty Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($40.004,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Additional Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Leasethe Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i2.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”)) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as provided defined in Paragraph 4.h2.f. below, ) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay. The Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period shall also for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond October 1, 2011, such thirty (30) day period that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion did not occur because of the Tenant ImprovementsLandlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A. A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything Landlord acknowledges that Tenant may desire to make certain alterations or improvements in the contrary Premises to make the same more suitable for Tenant’s occupancy (collectively, the “Tenant Improvements”), which may include, without limitation design and construction of leasehold improvements and wiring and infrastructure for Tenant’s furniture systems. All Tenant Improvements shall be undertaken by Tenant in Paragraph 9 below, as an inducement to Tenant to enter into strict accordance with this Lease, including without limitation Section 5.2 hereof, and in accordance with plans and specifications approved in advance by Landlord, such approval not to be unreasonably withheld, delayed or conditioned. The Tenant Improvements shall be deemed substantially complete on that date on which the Tenant Improvements have been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after Xxxxxx has taken occupancy of the Premises, or any part thereof, without causing undue interference with Xxxxxx’s use of the Premises. To the extent that (i) such work is substantially completed in accordance with such requirements, and (ii) receipted invoices (and other material required under this Lease or reasonably required by Landlord such as, but not limited to, final lien waivers from any contractor or subcontractor performing the Tenant Improvements) showing the actual cost thereof are presented to Landlord, within one hundred eighty (180) days after the Commencement Date, and (iii) at the time of any advance of funds, there then exists no Default of Tenant under the Lease, nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute a Default of Tenant, Landlord shall contribute toward reimburse Tenant, within thirty (30) days after receipt of such invoices and supporting material, for costs actually incurred by Tenant (excluding the cost costs of furniture, trade fixtures and equipment), as evidenced by such invoices, in connection with the design, construction and installation of the Tenant Improvements (includingImprovements, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for but in Paragraph 4.e.iii. below) an amount not no event shall Landlord be obligated to exceed Forty reimburse Tenant more than Thirty-four Thousand Fifty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises34,050.00) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot . Any portion of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance that is not used for the Tenant Improvements may be applied used by Tenant as a credit toward payments of Basic Rent. If Tenant desires to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No apply any available portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. FurtherBasic Rent, Tenant shall so advise Landlord in writing no later than the day on which the payment in question would otherwise be due, specifying the amount to be applied and the calendar month to which such payment is to be applied. To the extent that, within two hundred seventy (270) days after the Commencement Date, Tenant has not be entitled either requested disbursement of Landlord’s Allowance to receive (and pay for Tenant Improvement costs or requested that Landlord apply the undisbursed Landlord’s Allowance to payment of then owing or future installments of Basic Rent, Landlord shall have no further obligation to disburse) all advance or credit any then-undisbursed portion of the Landlord’s Allowance if or otherwise reimburse Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as As an inducement to Tenant to enter Tenant’s entering into this Lease, Landlord shall contribute toward the cost of the designshall, construction and installation of the subject to Section D.3 above, provide to Tenant Improvements a special allowance (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that ) not more than Ten Dollars (to exceed $10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf 2,995,739.00 to be used by Tenant to pay for the Premisescost (“Hard Costs”) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planningWork, architectural as defined in Section 4.1(C), and engineering costs Permitted Soft Costs, as hereinafter defined, plus an allowance (“Bathroom Allowance”) not to -25- exceed $50,000.00 per bathroom for each of floors 15-19 and floor 23 (there being two bathrooms per floor) to be used by Tenant to pay for the design cost of renovating the men’s and women’s bathrooms on each of such floors in accordance with the plans and specifications approved by Landlord, which approval shall not be unreasonably withheld (the work to be performed by Xxxxxx in renovating such bathrooms being hereinafter referred to as the “Bathroom Renovations”). Provided that (i) Tenant Improvements. No portion has delivered to Landlord lien waivers from all persons with contracts with a value in excess of the Landlord$25,000.00 who might have a lien as a result of Tenant’s Allowance may Work, in recordable form (Landlord acknowledging that Tenant shall not be applied able to a lien waiver from a contractor in connection with such contractor’s first application for payment), (ii) Tenant has delivered to Landlord its certificate as to the cost of equipmentsuch Tenant’s Work, trade fixturestogether with evidence thereof in the form of paid invoices, moving expensesreceipts and the like, furniture(iii) Tenant has made request for such payment on or before August 31, cabling2007 (“Outside Requisition Date”), signage except that if the Commencement Date in respect of the New 21st Floor Premises does not occur on or free rentbefore September 1, 2004, then, with respect to costs incurred by Tenant with respect to the New 21st Floor Premises not to exceed $131,281.01, the Outside Requisition Date shall be the date three years after the New 21st Floor Premises Commencement Date, and (iv) no Event of Default of Tenant described in clauses (a) or (d) of Section 15.1 of the Lease is outstanding and no condition described in clauses (b), (e), (f), (g), (h), (i), (j), or (k) of Section 15.2 has occurred and is outstanding, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the amount of such costs so certified up to the Landlord’s Allowance. Further, Tenant may only apply not submit a requisition for payment on account of Landlord’s Allowance more than one time in any calendar month. Tenant may submit requisitions for payment to portions Landlord on account of Landlord’s Allowance after the Premises which are then the subject Execution Date of a sublease, or are intended to be sublet, if the this Lease. Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation right to disburse) all any unused portion of Landlord’s Allowance, nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease. If Landlord fails timely to pay any portion of the Landlord’s Allowance if or the Bathroom Allowance properly payable to Tenant is in default when due, then Tenant shall have the right to deduct such amount from the next installments (s) of the Annual Fixed Rent and other charges due under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward provide Tenant with a leasehold improvement allowance in the cost amount of the design, construction and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. belowi) an amount not to exceed Forty Dollars ($40.00) 24.50 per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars (primary Premises, inclusive of $6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) 2.00 per rentable square foot for architectural and engineering fees and $0.25 per rentable square foot for tenant's construction consultant, and (ii) $16.27 per square foot of the Premises Distribution Space (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars subject to the provisions of Paragraph 33 of the Lease), also inclusive of architectural, engineering and construction management fees ($1,629,060.00) based on 162,906 rsf the "Landlord's Allowance"). Additionally, at Tenant's written request (provided to Landlord as part of Tenant's acceptance of the final pricing information), Landlord will provide an additional leasehold improvement allowance for the Premisesprimary Premises of up to the lesser of (i) the actual costs of the Tenant Finish Work in excess of Landlord's Allowance or (ii) $10.00 per rentable square foot ("Excess Allowance"). Said Excess Allowance shall be repaid by Tenant to Landlord in the form of an increase in Base Rent equal to the amortization of the Excess Allowance over the initial Lease term with an annual interest rate of 10%. Landlord's only obligation for the Storage Space shall be to provide Building standard sprinklers, lights and ventilation, for such unoccupied storage area, at Landlord's sole cost and expense. Hereinafter, the term "Allowance" shall mean the Landlord's Allowance and, to the extent applicable, the Excess Allowance. Said Allowance shall be applied toward the cost of the Space Plans, the Construction Drawings and the cost of the Tenant Finish Work, including any required permits. The Allowance shall be used solely for Tenant Finish Work which will include, but not be limited to, (i) all third-party fees and expenses incurred by Landlord in connection with the design and construction of the Tenant Finish Work, exclusive of Landlord's Architect's, as hereinafter defined, fees and expenses, which shall be at Landlord's sole cost and expense, (ii) third-party testing and inspection costs, and (iii) costs of pre-stock material used in the construction of the Tenant Finish Work. Tenant shall be entitled to a Rent reduction for any part of the Landlord’s 's Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvementsnot so used. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Excess Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions utilized for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure orFinish Work, as provided in Paragraph 4.hhereinabove. below, Landlord Delay. The Allowance Availability Period Tenant's Architect and construction consultant shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then paid from the Landlord’s 's Allowance shall be adjusted upon Tenant's submission of an invoice(s) and such reasonable support documentation as Landlord may request (with payment being in accordance with Landlord's construction draw/funding cycles on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedmonthly basis.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. belowAlteration Operations Fee) an aggregate amount not to exceed Forty One Million Two Hundred Ninety-Two Thousand Seven Hundred Thirty Dollars ($40.001,292,730.00) (which equals $30.00 per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however however, that not more than Ten Two Hundred Fifteen Thousand Four Hundred Fifty-Five Dollars ($10.00215,455.00) of Landlord’s Allowance (which equals $5.00 per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable used towards the costs of space planning, architectural and engineering costs for the design of the Initial Alterations, and for costs of voice, data or other cabling; and provided, further, however, that although Tenant Improvementsshall have no obligation to utilized Landlord’s Allowance evenly throughout the entire Premises, the portion of Landlord’s Allowance utilized towards the hard construction costs of the Initial Alterations on the 25th floor of the Building shall be equal to at least Twenty Dollars ($20.00) per rentable square foot of such floor, the portion of Landlord’s Allowance utilized towards the hard construction costs of the Initial Alterations on the 27th floor of the Building shall be equal to at least Twenty Dollars ($20.00) per rentable square foot of such floor, and the hard construction costs of the Initial Alterations on the 26th floor of the Building shall be equal to at least Ten Dollars ($10.00) per rentable square foot of such floor. No portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling, signage or free rent. FurtherMonthly Rent, Tenant may only apply Landlord’s Allowance Additional Rent or other charges payable pursuant to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i6.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for Initial Alterations performed by Tenant during the period commencing on from the date hereof and ending on December of this Amendment through March 31, 2012 (2017 and for soft costs incurred by Tenant during the “Allowance Availability Period”)period from November 1, 2014 through March 31, 2017. Accordingly, if Tenant fails to request any portion of the Landlord’s Allowance has not been utilized (Allowance, and Tenant has not submitted satisfy all conditions and requirements with respect to Landlord invoices evidencing such costs) disbursement thereof, prior to the last day of the Allowance Availability PeriodMarch 31, 2017, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s If the cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant Improvements is delayed due to Force Majeure orshall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, as provided in Paragraph 4.h. belowreasonably agreed by Landlord and Tenant, the prorata share of the Estimated Costs payable by Landlord Delay. The Allowance Availability Period and Tenant shall also be extended one day determined and an appropriate percentage share established for each day beyond October 1(a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is performed, 2011in accordance with their respective Share of Costs for such work. At such time as Landlord’s Allowance has been entirely disbursed, that Delivery has Tenant shall pay the remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Tenant, unless Tenant is then in breach of or default under the Lease, in which case Landlord shall disburse Landlord’s Allowance directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant, as Landlord shall reasonably determine, within thirty (30) days after Landlord’s receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Sections 8132 and 8134). No payment will be made for materials or supplies not been achieved incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for any reason other than a Tenant Delay in original contracts or subcontracts until expiration of Pre-Delivery Work; except that the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 8138) from Tenant’s Contractor and all subcontractors and suppliers involved in the Initial Alterations. Notwithstanding anything to the contrary contained herein, in no event shall the Allowance Availability Period Landlord be extended under this sentence past the date that is six (6) months following the date obligated to disburse any portion of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance (i) during any period that Tenant is in breach of or in default under the Lease (but the foregoing shall not relieve Landlord from its obligation to make such disbursement after such breach or default is timely cured by Tenant), or (ii) prior to January 1, 2015. At the time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be applied withheld from each disbursement in order to Tenant Improvements generally covering ensure that the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion Alteration Operations Fee is retained over the course of the Premises unimproved, then the construction on a prorata basis. At such time as Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to reflect Landlord the number of square feet actually being improved; provided that remainder, if Tenantany, prior to the expiration of the Allowance Availability Period, subsequently elects Alteration Operations Fee theretofore due and not yet paid to improve any such unimproved space, Landlord’s Allowance will be re. Within forty-adjusted to reflect and include the rentable area five (45) days after completion of the space so improvedInitial Alterations, but Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the Allowance Availability Period shall not be extendedtotal cost of the Initial Alterations.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost up to a maximum of the design, construction Three Hundred Twenty-Nine Thousand Two Hundred Twenty and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty 00/100 Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises329,220.00) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf to help pay for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of If the Landlord’s Allowance if exceeds the Total Cost (as defined below), Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything also be entitled to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of apply the Landlord’s Allowance has not been utilized toward the cost of the tenant improvements to be constructed in the Sublease Premises (and Tenant has not submitted to Landlord invoices evidencing such costsas defined in the Lease) prior pursuant to the last day of Consent to Sublease (as defined in the Allowance Availability Period, such unused portion shall be forfeited by TenantLease). The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is in addition to be applied the allowance from Landlord and the Tenant Improvement Allowance from BofA as provided, respectively, in the Consent to Tenant Improvements generally covering Sublease and the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Sublease. Landlord’s Allowance shall may be adjusted on a pro-rata per rentable square foot basis used to reflect pay the number of square feet actually being improved; provided that if Tenant, prior to the expiration following costs: (i) The costs of the Allowance Availability PeriodSpace Plans, subsequently elects the Pricing Plans, the Detailed Plans and Specifications, and the Plans (including revisions thereto), and any as-built plans for the Tenant Improvements; (ii) All costs of obtaining building permits and other necessary authorizations from all governmental authorities having jurisdiction; and (iii) All direct and indirect costs of procuring and installing the Tenant Improvements in the Premises, including any construction fee for overhead and profit charged by the Contractor, and amounts paid to improve any such unimproved spacethird parties for construction management, design planning, architectural and engineering services. In no event shall Landlord’s Allowance will be re-adjusted used for any costs of procuring or installing in the Premises any trade fixtures, equipment, furniture, furnishings, telephone equipment or other personal property (“Personal Property”) to reflect be used in the Premises by Tenant, and include the rentable area cost of the space so improved, but the Allowance Availability Period such Personal Property shall not be extendedpaid by Tenant.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this of the Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Refurbishment Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Alteration Operations Fee provided for in Paragraph 4.e.iii9.a. belowof the Lease) an aggregate amount not to exceed Forty Two Million Five Hundred Sixty Eight Thousand Six Hundred Eighty Five Dollars ($40.002,568,685.00) (which is $35.00 per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however provided that not more than Ten Two Hundred Ninety Three Thousand Five Hundred Sixty Four Dollars ($10.00293,564.00) (which is $4.00 per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable design, space planning, consultants and architectural and engineering costs, including costs for of preparing the design of the Tenant Improvementsconstruction drawings. No portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, cablingregardless of the method of attachment to walls and/or floors), signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i2.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on first twenty-six (26) months after the date hereof and ending on December 31, 2012 of this Amendment (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day expiration of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period Notwithstanding anything to the contrary in Paragraph 9.a. of the Lease, the Alteration Operations Fee shall be extended full compensation to Landlord for any period that Tenant’s access to the Premises for construction purposes, freight elevator use during normal freight elevator hours and electricity for construction, and no additional charges shall be imposed for such purposes. If the cost of construction of the Refurbishment Alterations (including the Alteration Operations Fee) is expected to exceed Landlord’s Allowance (based on Tenant’s estimated Budget for the Refurbishment Alterations), then Tenant Improvements is delayed due shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Refurbishment Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Each disbursement of Landlord’s Allowance under the immediately following grammatical paragraph shall be limited to Force Majeure orLandlord’s respective Share of Costs for the work covered by the disbursement request. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Tenant, with each disbursement to be made no later than thirty (30) days after Landlord’s receipt from Tenant of (A) invoices of Tenant’s Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials for which the requested disbursement applies, (B) a certificate from Tenant’s architect certifying that the work evidenced by such invoices has been performed in accordance with the plans previously approved in writing by Landlord, (C) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (D) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by applicable law). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in Paragraph 4.horiginal contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by applicable law) from Tenant’s Contractor and all subcontractors and suppliers involved in the Refurbishment Alterations. belowNotwithstanding anything to the contrary contained herein, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period Landlord be extended under this sentence past the date that is six (6) months following the date obligated to disburse any portion of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance (i) during any period that Tenant is in breach of or in default under this Amendment or the Lease as amended hereby, or (ii) for any Refurbishment Alterations (or other permitted associated costs) in space Tenant intends to sublease. At the time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be applied withheld from each disbursement in order to Tenant Improvements generally covering ensure that the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion Alteration Operations Fee is retained over the course of the Premises unimproved, then the construction on a prorata basis. At such time as Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to reflect Landlord the number of square feet actually being improved; provided that remainder, if Tenantany, prior to the expiration of the Allowance Availability Period, subsequently elects Alteration Operations Fee theretofore due and not yet paid to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area . Upon completion of the space Refurbishment Alterations, Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Refurbishment Alterations, so improvedthat the final amount of the Alteration Operations Fee may be calculated, but and Tenant shall, within thirty (30) days of written demand, pay to Landlord the Allowance Availability Period shall remainder, if any, of the Refurbishment Alteration Operations Fee not be extendedyet paid to Landlord.

Landlord’s Allowance. Notwithstanding anything Upon Tenant’s written request given prior to August 31, 2006 and in the contrary manner set forth in Paragraph 9 below, as an inducement to Tenant to enter into this the Lease, Landlord shall contribute toward agrees to fund the cost of costs incurred by Tenant in connection with modifications to the designPremises to be made by Tenant (“Tenant Improvements”), construction and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty a maximum amount of Fifty Thousand and No/100 Dollars ($40.0050,000) per rentable square foot of subject to the Premises provisions hereof and the Lease (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided. The Landlord’s Allowance shall be paid to Tenant, however or directly to Tenant’s general contractor, within thirty (30) days after presentation by Tenant to Landlord of evidence reasonably satisfactory to Landlord of Tenant’s payment for such work (or evidence of completion of such work in the event of any such direct payment), when finished, including, without limitation, invoices (receipted if applicable) and the like. To the extent that not more than Ten Dollars the cost of such work exceeds Landlord’s Allowance, Tenant shall be entirely responsible for such excess. Tenant agrees to use the Landlord’s contractor, Xxxxxxxx Construction of New England Limited Partnership ($10.00“Xxxxxxxx”), as the general contractor in connection with such work. Xxxxxxxx shall competitively bid such work, including subcontractors recommended by Tenant, and the same shall be done on an open book basis with Tenant with a minimum of two (2) per rentable square foot competitive bids for each trade/division of such work, to the extent feasible. Xxxxxxxx shall earn a fee of five percent (5%) of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf total cost of the work, such cost of the work to include, without limitation, general conditions and special conditions. All such work shall be undertaken in accordance with the applicable terms and conditions of the Lease, including, without limitation, Section 9.4 thereof. Landlord shall not charge Tenant for the Premises) any supervisory or administrative fee in connection with such work. The final, actual amount of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the paid hereunder by Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in any, shall be amortized over the remainder of the Premises. FurtherOriginal Term (through September 30, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse2010) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease on a straight line basis, plus interest at the time Tenant requests such disbursement; providedrate of eight percent (8%) per annum, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof from and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following after the date of actual Substantial Completion disbursement of such amount. If the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is shall fail to be applied deliver such written request to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimprovedLandlord by August 31, 2006, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis agreement to reflect provide the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will set forth herein shall be re-adjusted to reflect and include the rentable area void, time remaining of the space so improvedessence of the Lease. Such work shall begin within thirty (30) days after August 31, but the Allowance Availability Period 2006, and shall not be extendedcompleted within sixty (60) days.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Section 12 of the Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Renovation Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. belowfee) an amount not to exceed Forty Thirteen and 50/100 Dollars ($40.00$ 13.50) per rentable square foot of all of the Premises except Suite 9203B in Building 9 (which which, based on the 97,344 RSF, totals Six One Million Five Three Hundred Sixteen Fourteen Thousand Two One Hundred Forty Four Dollars ($6,516,240.00) based on 162,906 rsf for the Premises1,314,144.00) (the “”Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the . Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s option, a portion of Landlord’s Allowance not to exceed a total amount of Seven Hundred Seventy-Eight Thousand Seven Hundred Fifty-Two Dollars ($778,752.00) may be applied to Tenant’s reasonable space planningrental obligations under the Lease, architectural and engineering costs for the design of the Tenant Improvements. No portion of the provided that Landlord’s Allowance may not be used for more than one (1) month of rental abatement in any calendar quarter. For avoidance of doubt, Landlord’s Allowance shall be available for disbursement to Tenant in the manner provided in this Paragraph 4.b. without regard to whether the disbursement will occur during any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoing, no disbursements of Landlord’s Allowance shall be made (or applied to Tenant’s rental obligations) prior to October 1, 2018, or such earlier date as Tenant waives in writing Tenant’s right to terminate this Amendment pursuant to Paragraph 4.d. below. Further, notwithstanding anything to the contrary herein, any portion of Landlord’s Allowance that has not been applied to the cost of equipmentconstruction of the Renovation Alterations (in accordance with the disbursement provisions of Paragraph 3.b.ii. below) and/or to Tenant’s rental obligations (in the manner permitted above) on or before December 31, trade fixtures2020 (the “Outside Disbursement Date ”), moving expensesshall be forfeited by Tenant. For avoidance of doubt, furniture, cabling, signage or free rent. Further, if Tenant may only desired to apply unused portions of Landlord’s Allowance to portions of rental obligations and such unused amounts were not fully applied to rental by the Premises which are Outside Disbursement Date due to the limits on the amount that may be applied to rental in any calendar quarter, then such unapplied amount shall be forfeited. Notwithstanding anything to the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Furthercontrary above, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disbursedisburse or to apply to rental) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) met prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedOutside Disbursement Date.

Landlord’s Allowance. Notwithstanding anything a) Tenant shall bear all costs of construction of the Improvements in excess of the Allowance, and shall deposit such excess costs with Landlord pursuant to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost provisions of the design, construction and installation of the Tenant Improvements Subsection 2 (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iiid) hereinbelow. below) an amount not to exceed Forty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation whatsoever to disburse) all or any portion commence construction of the Landlord’s Allowance if Improvements until such time as Tenant is has deposited the excess costs of construction, and Tenant's failure to make such deposit timely, as required, shall be assessed against Tenant as a Tenant delay, pursuant to the provisions contained in default under subsection 2 (e). b) Landlord shall contribute a maximum sum of $35.00 per square foot of Usable Area contained in the Lease at Expansion Premises (the time Tenant requests such disbursement; provided"allowance") which may solely be applied towards completion of the Improvements, however, that if and which Landlord did not make a disbursement because Tenant was then in default under this Leaseshall pay directly to Contractor for Tenant's account. c) Prior to commencing construction of the Improvements, Landlord shall make submit to Tenant a written statement showing the disbursement at such time as total anticipated cost of the default is curedImprovements, provided that which statement shall include Contractor's estimated charges for general conditions, overhead and profit (which shall in no event exceed, in the aggregate, twelve percent (12%) of the total cost of the Improvements) and an estimate of all other conditions for the disbursement hereunder have been met. Notwithstanding anything costs, including a five percent (5%) administrative fee payable to the contrary managing agent of Landlord for supervision of completion of the construction. Landlord shall require Contractor to obtain competitive bids from a minimum of three (3) sub-contractors for each trade involved in this Paragraph 4.e.i.the construction of the Improvements, Landlord’s Allowance except with regard to any portion affecting the Building's mechanical, electrical or plumbing systems, which aspects shall nonetheless be required to be competitively priced. Tenant's failure to give written approval of such statement within five (5) working days after submission thereof shall be available for disbursement conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10) days from receipt of Landlord's statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefore shall be considered a Tenant delay, assessable against Tenant pursuant to the terms hereof only Provisions of Subsection 2 (e) hereinbelow. d) Tenant agrees to pay Landlord within five (5) working days after receipt of Landlord's billing for the period commencing on estimated cost of all the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day Improvements in excess of the Allowance Availability Periodand/or for the actual costs of any Tenant Change. Tenant's failure to make such payment timely, such unused portion as specified herein, shall be forfeited by Tenant. The Allowance Availability Period shall be extended for release Landlord from any period that Tenant’s obligation to commence or continue construction of the Tenant Improvements is delayed due Improvements, and each of Tenant's continued failure to Force Majeure or, make payment shall be treated as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the delay, assessable against Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior pursuant to the expiration provisions of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.Subsection 2 (e)

Landlord’s Allowance. Notwithstanding anything to the contrary At such time as Preliminary Plans that have been approved in Paragraph 9 below, as an inducement to writing by both Landlord and Tenant to enter into this Leasehave been prepared, Landlord shall contribute toward obtain a bid for the cost of the design, construction and or installation of the Tenant Improvements as shown thereon. Landlord shall promptly notify Tenant of the amount of such bid plus the amount required to pay for the preparation of the Preliminary Plans and of architectural and engineering construction drawings for the Tenant Improvements (the "Estimated Work Cost"). If the Estimated Work Cost is less than or equal to $26.50 per square foot of the Rentable Area of the Premises (the "Landlord's Allowance"), then Landlord shall proceed in accordance with paragraph 5 below. Landlord's Allowance shall be applied to pay all costs associated with said construction including, without limitationbut not limited to, Tenant’s Contractor’s fee space planning and architectural fees. To the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty extent that the total construction costs equal less than Twenty One and 50/100 Dollars ($40.0021.50) per rentable square foot of the Premises (which totals Six Million the "Base Allowance"), Tenant shall receive as a credit against Base Rent an amount equal to any unused portion of such Base Allowance; provided, however, should the actual costs exceed such Base Allowance, Landlord shall amortize an amount equal to the amount of such excess costs up to a maximum of Five Hundred Sixteen Thousand Two Hundred Forty and 00/100 Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.005.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars the "Amortized Amount") over the Term of the Lease and Tenant's Base Rent shall be increased to include the amount of such excess costs plus interest on such amount at the rate of eleven percent ($1,629,060.0011%) based per annum. If the Estimated Work Cost is greater than the sum of Landlord's Allowance and the Amortized Amount, then Tenant, at Tenant's option, may elect to eliminate one or more items shown on 162,906 rsf the Preliminary Plans so as to reduce the Estimated Work Cost. If Tenant does not so elect to eliminate one or more items shown on the Preliminary Plans, or does so elect but the Estimated Work Cost after accounting for the Premiseseliminated items is still greater than the sum of Landlord's Allowance and the Amortized Amount, then Tenant shall forthwith deposit with Landlord an amount (the "Construction Deposit") equal to one-half of the difference between (a) the sum of Landlord’s 's Allowance and the Amortized Amount and (b) the Estimated Work Cost (as the same may be applied to Tenant’s reasonable space planninghave been revised), architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and whereupon Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is proceed in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.iaccordance with paragraph 5 below., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. belowFee) an aggregate amount not to exceed Forty Two Million Two Hundred Fifty Thousand Seven Hundred Twenty and 00/100 Dollars ($40.002,250,720.00) (which equals $40.00 per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided. Except as set forth in the preceding provision, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No no portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to wall and/or floors), voice, data or cabling, signage signage, Monthly Rent, Additional Rent, moving expenses or free rentother amounts payable by Tenant pursuant to this Lease. FurtherTo the extent that the cost of construction of the Initial Alterations (including the Construction Management Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant shall pay all such excess (the “Excess Cost”). At such time as the Initial Allowance Disbursement (as defined below) has been entirely disbursed, Tenant may only apply Landlord’s Allowance to portions shall commence payment of the Premises which are then the subject of a sublease, or are intended to be subletthen-estimated Excess Costs, if any, for the Tenant Improvements in such space are consistent with Initial Alterations to the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Contractor; provided that Tenant shall not be entitled required to receive (and fund any portion of the Excess Costs that is then unknown, which portion shall be payable by Tenant, if at all, following full disbursement by Landlord of the Landlord’s Allowance. Landlord shall have no obligation to disbursedisburse the first One Million Six Hundred Eighty-Eight Thousand Forty Dollars ($1,688,040.00) all or any portion of the Landlord’s Allowance if (“Initial Allowance Disbursement”) directly to Tenant is within thirty (30) days after Landlord’s receipt of monthly progress payment requests from Tenant which requests shall include (A) invoices of Contractor, subcontractors or suppliers, as applicable, furnished to Landlord by Tenant covering work actually performed to date, construction in default under place to date and materials delivered to the Lease at site to date (as may be applicable), describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor plus subcontractors or suppliers supplying work or materials in any amount, for their portion of the time work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons or entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until the earlier to occur of (i) expiration of the applicable lien periods or (ii) Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from the Contractor and all subcontractors and suppliers involved in the Initial Alterations as provided above in this paragraph. Once the Initial Allowance Disbursement has been made and Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Leasehas paid the then-estimated Excess Costs as required above, Landlord shall make disburse the disbursement at such time as remainder of the default is curedLandlord’s Allowance on the same terms and conditions set forth above in this paragraph. As provided above, provided that all other conditions for once the disbursement hereunder have Landlord’s Allowance has been metfully disbursed, Tenant shall pay any remaining Excess Costs associated with the Initial Alterations. Notwithstanding anything to the contrary in this Paragraph 4.e.i.contained herein, Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period Landlord be extended under this sentence past the date that is six (6) months following the date obligated to disburse any portion of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is during any period that an Event of Default continues (but the foregoing shall not relieve Landlord from its obligation to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion make such disbursement after such Event of the Premises unimproved, then the Landlord’s Allowance Default shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedcured).

Landlord’s Allowance. Notwithstanding anything As Landlord's contribution to the contrary work provided in Paragraph 9 below, as an inducement to Tenant to enter into this Lease1(a), Landlord shall contribute toward the cost provide Tenant with an allowance of the design, construction Two Hundred Eight Thousand Four Hundred Fifty-Two and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty 00/100 Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises208,452.00) ("Landlord's Allowance") with respect to the “Initial Premises. Notwithstanding the above, Tenant may, at Tenant's discretion, use all or any portion of Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf 's Allowance for the Premises) of the Landlord’s Allowance may be applied costs related to Tenant’s reasonable space planning, architectural design and engineering costs for the design construction of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixturesTenant's signage costs, moving expensesexpenses and installation of Tenant's furniture; provided, furniturehowever, cabling, signage or free rent. Furtherthat as a condition to Tenant's right to use Landlord's Allowance for such purposes, Tenant may only apply Landlord’s Allowance shall be required to improve and finish all portions of the Initial Premises which are then to at least the subject following minimum standards: (i) a fully completed ceiling with lights connected and switched and ceiling tiles installed; (ii) the base building heating, ventilating and air conditioning system installed, including interior duct work, supply grills, and interior zone controls; (iii) sprinkler heads installed or relocated in accordance with applicable codes; (iv) a fully operational and certified life safety system installed; (v) finished floors; (vi) all drywall surfaces fully skimmed, sanded, painted and finished; (vii) standard electrical distribution outlets for convenience power installed and connected; and (viii) a certificate of a sublease, or are intended occupancy from the appropriate governmental authority shall be issued for such space. Landlord represents and warrants to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish that implementation of the Plans will (i) exceed the minimum standards set forth in the immediately preceding sentence, and (ii) result in the completion of all improvements called for in the pricing drawings approved by Landlord and Tenant. [THE FOLLOWING PARAGRAPH APPLIES ONLY TO CONSTRUCTION OF TENANT IMPROVEMENTS IN THE INITIAL PREMISES, AND NOT OTHERWISE] In addition to the Landlord's Allowance described above, Landlord agrees to provide Tenant with an additional allowance with respect to construction of Tenant Improvements in the Initial Premises up to the amount of Forty-Nine Thousand Five Hundred Twenty-Two and 26/100 Dollars ($49,522.26), which allowance is hereinafter referred to as the "Additional Allowance." Tenant shall pay interest on the Additional Allowance in advance for the twelve month period beginning on the Commencement Date at a rate of fifteen percent (15%) per annum in the amount of up to Seven Thousand Four Hundred Twenty-Eight and 34/100 Dollars ($7,428.34), as follows: (i) the sum of Six Thousand Eight Hundred Four and 83/100 Dollars ($6,804.83) shall be paid by Tenant to Landlord upon the full execution and delivery of this Lease, and (ii) the balance of interest on the Additional Allowance due to Landlord for the twelve month period beginning on the Commencement Date, up to a maximum Six Hundred Twenty-Three and 51/100 dollars ($623.51), shall be paid by Tenant to Landlord upon demand. Upon the first anniversary of the Commencement Date, Tenant shall elect either to (1) repay to Landlord the full amount of the Additional Allowance, or (2) amortize the Additional Allowance on a straight-line basis with interest at the rate of fifteen percent (15%) per annum over the remainder of the PremisesLease Term. FurtherIn such event, Tenant shall not be entitled may prepay to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Additional Allowance if at any time and from time to time. Any such payments made by Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof additional rent and ending on December 31shall, 2012 (the “Allowance Availability Period”). Accordinglyat Landlord's option, if any portion be paid as and when Tenant's installments of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedBase Rent become due.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. belowAlteration Operations Fee) an aggregate amount not to exceed Forty One Hundred Forty-Three Thousand Eighth Hundred Dollars ($40.00143,800.00) (which equals $10.00 per rentable square foot of the Additional Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however however, that not more than Ten Fifty-Seven Thousand Five Hundred Twenty Dollars ($10.0057,520.00) of Landlord’s Allowance (which equals $4.00 per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Additional Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable used towards the costs of space planning, architectural and engineering costs for the design of the Tenant ImprovementsInitial Alterations, and/or the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling. No Except as set forth in the preceding sentence, no portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling, signage or free rent. FurtherMonthly Rent, Tenant may only apply Landlord’s Allowance Additional Rent or other charges payable pursuant to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i5.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for Initial Alterations performed by Tenant during the nine (9) month period commencing on following the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”)Additional Premises Commencement Date. Accordingly, if Tenant fails to request any portion of the Landlord’s Allowance has not been utilized (Allowance, and Tenant has not submitted satisfy all conditions and requirements with respect to Landlord invoices evidencing such costs) disbursement thereof, prior to the last day expiration of the Allowance Availability Periodsuch nine (9) month period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s If the cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant Improvements shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is delayed due performed, in accordance with their respective Share of Costs for such work. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Force Majeure orTenant, unless Tenant is then in breach of or default under the Lease, in which case Landlord shall disburse Landlord’s Allowance directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant, as Landlord shall reasonably determine, within thirty (30) days after Landlord’s receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in Paragraph 4.horiginal contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from Tenant’s Contractor and all subcontractors and suppliers involved in the Initial Alterations. belowNotwithstanding anything to the contrary contained herein, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period Landlord be extended under this sentence past the date that is six (6) months following the date obligated to disburse any portion of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance during any period that Tenant is in breach of or in default under the Lease (but the foregoing shall not relieve Landlord from its obligation to make such disbursement after such breach or default is timely cured by Tenant). At the time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be applied withheld from each disbursement in order to Tenant Improvements generally covering ensure that the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion Alteration Operations Fee is retained over the course of the Premises unimproved, then the construction on a prorata basis. At such time as Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to reflect Landlord the number of square feet actually being improved; provided that remainder, if Tenantany, prior to the expiration of the Allowance Availability PeriodAlteration Operations Fee theretofore due and not yet paid to Landlord. Within forty-five (45) days after completion of the Initial Alterations, subsequently elects Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to improve any such unimproved space, evidence the total cost of the Initial Alterations so that the final amount of the Alteration Operations Fee can be determined by Landlord and paid by Tenant within thirty (30) days after Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedwritten demand.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Initial Alterations (including, without limitation, Tenant’s Contractor’s 's fee and and, if Tenant does not select Xxxxxx-Xxxxxxxxxxx, X.X. or such other contractor designated by Landlord ("Landlord's Contractor") as Contractor, the Construction Management Alteration Operations Fee provided for in Paragraph 4.e.iii. below9) an amount not to exceed Forty Five Dollars ($40.005.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “"Landlord’s 's Allowance”"); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s 's Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, cablingregardless of the method of attachment to walls and/or floors), signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be subletTenant's design, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Furtherplanning, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all architectural or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all engineering or other conditions for the disbursement hereunder have been metconsultants' costs. Notwithstanding anything to the contrary in this Paragraph 4.e.i4.b., Landlord’s 's Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on first twelve (12) months after the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”)Commencement Date. Accordingly, if any portion of the Landlord’s 's Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of date that is twelve (12) months from the Allowance Availability PeriodCommencement Date, such unused portion shall be forfeited by Tenant. The Landlord shall disburse Landlord's Allowance Availability Period directly to Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Each disbursement shall be extended for any period that Tenant’s conditioned upon Landlord's receipt of invoices to be furnished by Tenant covering work actually performed, construction of in place and materials delivered to the Tenant Improvements is delayed due to Force Majeure or, site (as provided in Paragraph 4.hmay be applicable). belowTo the extent permitted by law, Landlord Delay. The Allowance Availability Period shall also be extended one day may withhold the amount of any and all retention percentages provided for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay in original contracts or subcontracts until the earlier of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6i) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Periodapplicable lien period or (ii) Landlord's receipt of a waiver of lien rights from the general contractor, subsequently elects subcontractors or suppliers whose invoices are applicable to improve any the respective disbursement for, and/or on account of, the work or materials covered by such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include invoice. In the rentable area event the cost of the space so improvedInitial Alterations exceeds Landlord's Allowance set forth above, but Tenant shall pay all such excess costs (the "Excess Cost") directly to Contractor or the subcontractors or suppliers involved and shall furnish to Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. If the Alteration Operations Fee is applicable, then, at the time Landlord makes any disbursement of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance Availability Period has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not yet paid to Landlord. In addition to Landlord's Allowance, Landlord shall not be extendedpay for the entire cost of the Landlord's Work described in Paragraph 4.c. below.

Landlord’s Allowance. Notwithstanding anything (a) Landlord agrees to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (pay the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may ,” to be applied to Tenant’s reasonable space planningConstruction Costs and Relocation Costs, architectural and engineering costs for equal to the design lesser of (i) Tenant’s Total Costs, or (ii) the Maximum Allowance Amount, provided that not more than $518,580.00 of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied used for Relocation Costs. Landlord will disburse the Allowance periodically (but not more often than every two weeks) in accordance with the following: (i) Disbursements for Tenant’s Construction Costs shall be paid directly to Contractors or subcontractors (or jointly to Tenant and any Contractors or subcontractors, at the option of Tenant) within five business days after Landlord has received from Tenant all of (1) an application for payment in a form reasonably acceptable to Landlord, certified as correct by an officer of Tenant and by Tenant’s Architect, for payment of that portion of Tenant’s Construction Costs allocable to Tenant’s Work and not previously paid for; (2) copies of Tenant’s invoices from Contractor (and, where applicable, copies of Contractor’s invoices from its subcontractors and suppliers), (3) conditional lien releases (or unconditional lien releases with respect to the cost prior payment period) from Contractor, as well as all subcontractors, suppliers, materialmen and other parties who performed labor at, or supplied materials to, the Premises in connection with Tenant’s Work and have filed preliminary liens; (4) with respect to the last such disbursement, a copy of equipmentthe certificate of occupancy for the Premises, trade fixturessigned-off building permit, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions other governmental approval required for legal occupancy of the Premises which are then issued by the subject appropriate governmental authorities or as may be otherwise required by the City of Alameda; and (5) upon completion of Tenant’s Work, a sublease, or are intended to detailed breakdown of Tenant’s Construction Costs. (ii) Disbursements for Relocation Costs shall be subletmade within 10 business days after Landlord has received copies of invoices and such other information as Landlord may reasonably request. (b) Tenant may use the amount of the Excess Allowance, if any, as a credit against Base Rent first coming due under the Tenant Improvements in such space are consistent with the general design and finish Lease, up to a maximum credit of the Tenant Improvements $259,290.00. Except as specifically set forth in the remainder of the Premises. Furtherpreceding sentence, Tenant shall will not be entitled to receive any credit if the Maximum Allowance Amount exceeds Tenant’s Total Costs. (and c) Landlord shall will have no obligation to disburse) all or disburse any portion of the Landlord’s Allowance, or permit any credit against Base Rent in case an Excess Allowance exists (i) if Tenant is in default a Default exists under the Lease at the time Tenant requests such disbursementLease; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 and/or (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costsii) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past after the date that is six (6) 12 months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedOccupied Space Delivery Date.

Landlord’s Allowance. Notwithstanding anything (1) As Landlord's contribution to the contrary work provided in Paragraph 9 below, as an inducement to Tenant to enter into this Lease1(a), Landlord shall contribute toward the cost provide Tenant with an allowance of the design, construction Two Hundred Seventeen Thousand Two Hundred Sixty and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty 00/100 Dollars ($40.00217,260.00) per rentable square foot with respect to the Fourth Floor Expansion Premises (hereinafter referred to as "Landlord's Fourth Floor Expansion Allowance"). Tenant and Landlord acknowledge and agree that at Tenant's option (and subject to the Fourth Floor Expansion Plans), Tenant shall have the right to utilize an exposed ceiling in any or all areas of the Fourth Floor Expansion Premises in lieu of ceiling grid and ceiling tile. Any such election by Tenant must be noted on the Fourth Floor Expansion Plans. Landlord and Tenant agree that such an election by Tenant will result in savings to Landlord, and as such, Landlord agrees that it shall provide Tenant with an additional credit in an amount equal to the difference between (1) $6,100, and (2) the product obtained by multiplying the sum of $6,100 by a fraction, the numerator of which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars is the number of ceiling tiles that Tenant elects to install in the Fourth Floor Expansion Premises and the denominator of which is the number of ceiling tiles that may be installed in the ceiling grid as configured as of the date hereof ($6,516,240.00) based as denominated by Tenant on 162,906 rsf for the PremisesFourth Floor Expansion Plans) (the “Landlord’s "Fourth Floor Base Building Credit Allowance”"); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of . The Fourth Floor Base Building Credit Allowance shall be paid to Tenant in the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of same manner as the Landlord’s Allowance may be applied to Tenant’s reasonable space planning's Fourth Floor Expansion Allowance. In addition, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, event that Tenant shall not be entitled elects to receive (and Landlord shall have no obligation to disburse) remove all or any portion of the ceiling grid, Tenant shall pay Landlord an amount equal to the product obtained by multiplying the sum of $12,920 by a fraction, the numerator of which is the square footage of the ceiling grid that is removed, and the denominator of which is the total square footage of the ceiling grid actually installed as of this date (as denominated by Tenant on the Fourth Floor Expansion Plans), which amount shall be paid by Tenant to Landlord on or before the Fourth Floor Expansion Effective Date. Notwithstanding the above, Tenant may, at Tenant's discretion, use up to Fifty-Four Thousand Three Hundred Fifteen and 00/100 Dollars ($54,315.00) of Landlord’s 's Fourth Floor Expansion Allowance if for costs related to design and construction of the Fourth Floor Expansion Tenant is Improvements, Tenant's signage costs, moving expenses and installation of Tenant's furniture. (2) Landlord shall pay Landlord's Fourth Floor Expansion Allowance to Tenant in default under multiple draws of no less than $50,000 each upon satisfaction of the Lease at following conditions: (1) Tenant shall provide Landlord no more frequently than monthly with an affidavit ("Tenant's Affidavit") wherein (i) Tenant submits that the time Fourth Floor Expansion Tenant requests Improvements completed as of such disbursementdate have been completed in accordance with the Fourth Floor Expansion Plans, (ii) Tenant includes a signed AIA Form G-702 Request for Payment (or other form as may be reasonably specified by Landlord)(a "Draw Request"); provided(iii) Tenant submits a schedule listing all of the contractors, howeversubcontractors, materialmen and suppliers who have provided labor, services and/or materials to the Fourth Floor Expansion Premises as part of the construction of the Fourth Floor Expansion Tenant Improvements (collectively, "Contractors"), and lien waivers therefrom through the date of such Tenant's Affidavit, and (iv) Tenant attaches copies of all invoices from Contractors; and (2) Within five (5) business days of receipt of Tenant's Affidavit, Landlord or Landlord's representative shall have inspected the Fourth Floor Expansion Premises and confirmed that if the Fourth Floor Expansion Tenant Improvements have been completed in accordance with the Fourth Floor Expansion Plans, which confirmation shall not be unreasonably withheld, conditioned or delayed. Any failure by Landlord did not make a disbursement because to inspect and confirm that the Fourth Floor Expansion Tenant was then Improvements have been completed in default under accordance with the Fourth Floor Expansion Plans within five (5) Business days of receipt of Tenant's Affidavit shall be deemed to result in Landlord's approval thereof. (3) Upon satisfaction of each of the foregoing conditions in this Leasesubparagraph 2(b), Landlord shall make advance to Tenant an amount equal to ninety percent (90%) of the disbursement at amount requested in Tenant's Draw Request, with the balance of such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 amount (the “Allowance Availability Period”"Retainage"). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements Initial Alterations (including, without limitation, Tenant’s Contractor’s 's fee and and, if Tenant does not select Turner-Shorenstein, L.P. ("TSLP") as Contractor, the Construction Management Fee provided for in Alteration Operaxxxxx Xxx xxxxxxxx xxx xn Paragraph 4.e.iii. below9) an amount not to exceed Forty Two Million Six Hundred Sixty-Five Thousand Six Hundred Fourteen Dollars ($40.002,665,614.00) (which equals $42.00 per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “"Landlord’s 's Allowance”"); provided, however that not more than Ten Two Hundred Fifty-Three Thousand Eight Hundred Sixty-Eight Dollars ($10.00253,868.00) (which equals $4.00 per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s 's Allowance may be applied to Tenant’s 's reasonable space planning, architectural and engineering costs for the design of the Tenant ImprovementsInitial Alterations. No portion of the Landlord’s 's Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, cablingregardless of the method of attachment to walls and/or floors), signage or or, except as provided below, free rent. Further, Tenant may only apply Landlord’s Allowance to portions In the event that after completion of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design Initial Alterations and finish payment of the Tenant Improvements total cost thereof (including the Alteration Operations Fee due pursuant to Paragraph 9.a. below in connection therewith), the remainder entire amount of Landlord's Allowance has not been utilized, the remaining portion of Landlord's Allowance, but not to exceed Six Hundred Thirty-Four Thousand Six Hundred Seventy Dollars ($634,670.00) (which equals $10.00 per rentable square foot of the Premises), may be applied against the Monthly Rent first due from Tenant pursuant to this Lease. Further, Tenant shall not acknowledges that Landlord's Allowance is to be entitled applied to receive the Initial Alterations (and the associated costs described above) covering the entire Premises (i.e. all of Parcel A and Parcel B). If Tenant does not improve the entire Premises, then, without limitation of any other rights or remedies of Landlord hereunder, Landlord's Contribution shall have no obligation be adjusted on a prorata per rentable square foot basis to disburse) all or any portion reflect the number of rentable square feet actually being improved. For purposes of the Landlord’s Allowance preceding sentence, space shall be conclusively deemed "improved" if Tenant it has finished ceilings, floors and walls, with Building systems furnished thereto (e.g. lighting, HVAC, sprinklers and other fire and life safety equipment), that reflects a continuity of design concept to the balance of the Premises, and is in default under a condition which would allow for legal occupancy of the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions space for the disbursement hereunder have been metgeneral office purposes. Notwithstanding anything to the contrary in this Paragraph 4.e.i4.b., Landlord’s 's Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on first twelve (12) months after the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”)Commencement Date. Accordingly, if any portion of the Landlord’s 's Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of date that is twelve (12) months from the Allowance Availability PeriodCommencement Date, such unused portion shall be forfeited by Tenant. The Landlord shall disburse Landlord's Allowance Availability Period shall be extended for any period that directly to Contractor, or subcontractors, or Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, 's design consultants as provided in Paragraph 4.hclause (i) above, or to Tenant, as Landlord shall determine, in monthly installments. belowEach disbursement shall be conditioned upon Landlord's receipt of invoices to be furnished by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable). To the extent permitted by law, Landlord Delay. The Allowance Availability Period shall also be extended one day may withhold the amount of any and all retention percentages provided for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay in original contracts or subcontracts until the earlier of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6i) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Periodapplicable lien period or (ii) Landlord's receipt of a waiver of lien rights from the general contractor, subsequently elects subcontractors or suppliers whose invoices are applicable to improve any the respective disbursement for, and/or on account of, the work or materials covered by such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include invoice. In the rentable area event the cost of the space so improvedInitial Alterations exceeds Landlord's Allowance set forth above, but Tenant shall pay all such excess costs (the "Excess Cost"), after the full amount of Landlord's Allowance Availability Period has been disbursed hereunder (other than the retentions described above), directly to Contractor or the subcontractors or suppliers involved and shall furnish to Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. If the Alteration Operations Fee is applicable, then, at the time Landlord makes any disbursement of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not be extendedyet paid to Landlord. In addition to Landlord's Allowance, Landlord shall pay for the entire cost of the Landlord's Work described in Paragraph 4.c. below.

Landlord’s Allowance. Notwithstanding anything a) Tenant shall bear all costs of construction of the Improvements in excess of the Allowance, and shall deposit such excess costs with Landlord pursuant to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost provisions of the design, construction and installation of the Tenant Improvements Subsection 2 (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iiid) hereinbelow. below) an amount not to exceed Forty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation whatsoever to disburse) all or any portion commence construction of the Landlord’s Allowance if Improvements until such time as Tenant is has deposited the excess costs of construction, and Tenant's failure to make such deposit timely, as required, shall be assessed against Tenant as a Tenant delay, pursuant to the provisions contained in default under subsection 2 (e). b) Landlord shall contribute a maximum sum of $20.00 per Usable square foot contained in the Lease at Premises (the time Tenant requests such disbursement; provided"Allowance") which may solely be applied towards completion of the Improvements, however, that if and which Landlord did not make a disbursement because Tenant was then in default under this Leaseshall pay directly to Contractor for Tenant's account. c) Prior to commencing construction of the Improvements, Landlord shall make submit to Tenant a written statement showing the disbursement at such time as total anticipated cost of the default is curedImprovements, provided that which statement shall include Contractor's estimated charges for general conditions, overhead and profit (which shall in no event exceed, in the aggregate, twelve percent (12%) of the total cost of the Improvements) and an estimate of all other conditions for the disbursement hereunder have been met. Notwithstanding anything costs, including a five percent (5%) administrative fee payable to the contrary managing agent of Landlord for supervision of completion of the construction. Landlord shall require Contractor to obtain competitive bids from a minimum of three (3) sub-contractors for each trade involved in this Paragraph 4.e.i.the construction of the Improvements, Landlord’s Allowance except with regard to any portion affecting the Building's mechanical, electrical or plumbing systems, which aspects shall nonetheless be required to be competitively priced. Tenant's failure to give written approval of such statement within five (5) working days after submission thereof shall be available for disbursement conclusively deemed a disapproval of such statement, and Contractor shall not commence the Improvements. Any delay of Tenant, after the expiration of ten (10) days from receipt of Landlord's statement, to provide Landlord with a revised scope of work and written approval of a revised cost statement therefor shall be considered a Tenant delay, assessable against Tenant pursuant to the terms hereof only provisions of Subsection 2 (e) hereinbelow. d) Tenant agrees to pay Landlord within five (5) working days after receipt of Landlord's billing for the period commencing on estimated cost of all the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day Improvements in excess of the Allowance Availability Periodand/or for the actual costs of any Tenant Change. Tenant's failure to make such payment timely, such unused portion as specified herein, shall be forfeited by Tenant. The Allowance Availability Period shall be extended for release Landlord from any period that Tenant’s obligation to commence or continue construction of the Tenant Improvements is delayed due Improvements, and each of Tenant's continued failure to Force Majeure or, make payment shall be treated as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the delay, assessable against Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior pursuant to the expiration provisions of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.Subsection 2 (e)

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 below, as an inducement to Tenant to enter into this Lease, Landlord shall contribute up to a maximum of Two Hundred Twenty-Four Thousand One Hundred Thirty and 00/100 Dollars ($224,130.00) (“Landlord’s Sublease Allowance”) to help pay for the cost of the Sublease Improvements. If the Landlord’s Sublease Allowance exceeds the Total Cost (as defined below), Tenant shall also be entitled to apply the Landlord’s Sublease Allowance toward the cost of the designDirect Lease Improvements to the same extent Subtenant is permitted to apply the Landlord’s Allowance thereto as provided under the Direct Lease Work Letter. The Landlord’s Sublease Allowance is in addition to the allowance from Landlord and the Tenant Improvement Allowance from BofA as provided, construction respectively, in the Direct Lease and installation the Sublease. Landlord’s Sublease Allowance may be used to pay the following costs: (i) The costs of the Tenant Space Plans, the Pricing Plans, the Detailed Plans and Specifications, and the Plans (including revisions thereto) and any as-built plans for the Sublease Improvements; (ii) All costs of obtaining building permits and other necessary authorizations from all governmental authorities having jurisdiction; and (iii) All direct and indirect costs of procuring and installing the Sublease Improvements (includingin the Sublease Premises, without limitationincluding any construction fee for overhead and profit charged by the Contractor, Tenant’s Contractor’s fee and amounts paid to third parties for construction management, design planning, architectural and engineering services, and the Construction Management Fee provided for (as defined in Paragraph 4.e.iiithe Consent). below) an amount not to exceed Forty Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Ten Dollars ($10.00) per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the In no event shall Landlord’s Allowance may be applied used for any costs of procuring or installing in the Sublease Premises any trade fixtures, equipment, furniture, furnishings, telephone equipment or other personal property (“Personal Property”) to Tenant’s reasonable space planningbe used in the Sublease Premises by Tenant or Subtenant, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance Personal Property shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and paid by Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedor Subtenant.

Landlord’s Allowance. Notwithstanding anything a) Tenant shall bear all costs of construction of the Improvements in excess of the “Allowance” (as hereinafter defined) and any architectural services fees and costs in excess of the maximum sum for architectural service fees as specified in Section 2 b) below, and shall deposit such excess costs with Landlord pursuant to the contrary provisions of Subsection 2 (d) hereinbelow. In addition, Tenant shall reimburse Landlord for any and all of Landlord’s out of pocket costs incurred in Paragraph 9 belowreviewing Tenant’s Space Plan and/or Plans and Specifications or any Change Order or for any other “peer review” work associated with Landlord’s review of Tenant’s Space Plan or Plans and Specifications or any Change Order, as an inducement to Tenant to enter into this Lease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements (including, without limitation, Landlord’s out of pocket costs incurred in engaging any third party engineers, contractors, consultants or design specialists. Tenant shall pay such costs to Landlord within five (5) business days after Landlord’s delivery to Tenant of a copy of the invoice(s) for such work, it being understood and agreed by Landlord and Tenant that such third party may submit its invoice to Landlord before or after the completion of the Improvements but Tenant’s Contractorobligation to pay the same shall remain in force and effect until paid. Landlord shall have no obligation whatsoever to commence construction of the Improvements until such time as Tenant has deposited the excess costs of construction, and Tenant’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. belowfailure to make such deposit timely, as required, shall be assessed against Tenant as a Tenant Delay. b) an amount not to exceed Forty Dollars (Landlord shall contribute a maximum sum of $40.00) 22.50 per rentable square foot of Usable Area contained in both the Premises (Suite 1610 Expansion Space and in the Suite 1500 Expansion Space, which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars (amount equals a total of $6,516,240.00) based on 162,906 rsf 203,985 for the Premises) both expansion suites (the “Landlord’s Allowance”); , provided, however that however, out of the Allowance (and not more than Ten Dollars (in addition to it), Tenant shall have the right to allocate an amount up to a maximum of $10.00) 2.50 per rentable square foot of the Premises Usable Area contained in both expansion suites (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars (is the total amount of $1,629,060.0022,665.00) based on 162,906 rsf for telecommunication and data cabling expenses. Tenant may apply the Premises) total Allowance towards completion of the Landlord’s Allowance may be applied Improvements in either or both the Suite 1610 Expansion Space and/or the Suite 1500 Expansion Space, and which amounts Landlord shall pay directly to Contractor for Tenant’s reasonable space planning, account (provided that the fees and costs attributable to architectural and engineering costs for the design services shall not exceed an aggregate amount equal to $2.00 per square foot of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions Usable Area of the Premises and Tenant shall pay such excess costs to Landlord, which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant excess costs shall not be entitled to receive (and chargeable against the Allowance). Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of disburse the Allowance Availability Period, such unused portion shall be forfeited by Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction work performed as contemplated by this Exhibit B after the expiration of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date full execution of actual Substantial Completion this Lease. c) Prior to commencing construction of the Improvements, Landlord shall submit to Tenant a written estimate showing the total anticipated cost of the Improvements (the “Cost Estimate”), which shall include Contractor’s overhead and profit, and an estimate of all fees. No administrative fee shall be required for supervision of completion of the construction because Landlord’s contractor shall perform the work. Tenant’s failure to give written approval of such statement within five (5) business days after submission thereof shall be a Tenant Delay and shall be conclusively deemed a disapproval of the Cost Estimate, and Contractor shall not commence work on the Improvements until such approval is given by Tenant to Landlord. In addition, a Tenant Delay shall be deemed to have occurred commencing on the sixth (6th) business day after submission of the Cost Estimate and continuing for each day thereafter that Tenant has not approved the same. d) Tenant agrees to pay Landlord within five (5) business days after receipt of Landlord’s Cost Estimate for the estimated cost of all the Improvements in excess of the Allowance. Tenant’s failure to make such payment within five (5) business days after receipt of Landlord’s billing, shall be a material default under the Lease, and a Tenant Delay shall be assessed for the entire time period that such failure continues. Such failure to pay shall release Landlord from any obligation to commence or continue construction of the Improvements. Tenant acknowledges that Landlord’s Allowance is hereby authorizes Landlord to be applied to Tenant Improvements generally covering pay Contractor interim payments from the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion funds so deposited towards completion of the Premises unimprovedImprovements, except that Landlord shall retain the sum of ten percent (10%) of the total cost of Improvements, as revised by Change Orders, if any, until the date Contractor provides Landlord with reasonable documentation that the Improvements have been substantially completed in accordance with the Plans and Specifications. In the event there is any difference between the estimated cost of the Improvements, the final cost of the Improvements; any initial or interim payments made by Tenant towards completion thereof, then after Contractor has substantially completed the Landlord’s Allowance Improvements, Landlord shall be adjusted on provide Tenant with a pro-rata per rentable square foot basis to reflect final statement (the number of square feet actually being improved; provided that if Tenant“Final Statement”) showing such difference, prior to the expiration amount of the Allowance Availability Perioddisbursed to pay for the Improvements and the balance therefore owing from or to Tenant. Any balance owed to Tenant shall be returned with such statement, subsequently elects to improve and any such unimproved space, Landlordshortfall due Landlord shall be paid by Tenant within five (5) days after Tenant’s Allowance will be re-adjusted to reflect and include the rentable area receipt of the space so improvedFinal Statement. e) As used in this Lease, “Tenant Delay” shall mean any delay in the design or construction of the Improvements which is due to any act or omission of Tenant or any Tenant Party (as such term is hereinafter defined), regardless of whether such act or omission is wrongful, negligent or otherwise. A “Tenant Delay” shall include, but the Allowance Availability Period shall not be extendedlimited to (i) the failure of Tenant or Tenant Party to comply with any design or construction schedule or other provision expressly set forth in this Lease (including, without limitation, this Exhibit B) requiring Tenant or any Tenant Party to respond to, review, authorize or approve any matter, or perform an obligation (including, without limitation, the obligation to pay, when due, any amounts required to be paid by Tenant pursuant to this Lease or to participate in any design or construction meetings or inspections of which Tenant or the Tenant Party had reasonable notice) within the time period specified in this Lease or in any written notice; (ii) any delay attributable to any Change Order (as such term is defined in this Exhibit B) or any other changes in or additions to the Space Plan or Plans and Specifications (as such terms are defined in this Exhibit B); (iii) any delay attributable to the inclusion in the Improvements or any Change Order or finishes, fixtures, millwork, carpet and other materials or services that are not locally available, or are above standard office improvements; or (iv) the failure to comply with any of the terms of this Exhibit B attached hereto.

Landlord’s Allowance. Notwithstanding anything As Landlord's contribution to the contrary work provided in Paragraph 9 below, as an inducement to Tenant to enter into this Lease1(a), Landlord shall contribute toward the cost provide Tenant with an allowance of the design, construction Two Hundred Seventeen Thousand Two Hundred Sixty and installation of the Tenant Improvements (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 4.e.iii. below) an amount not to exceed Forty 00/100 Dollars ($40.00) per rentable square foot of the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises217,260.00) (the “"Landlord’s 's Allowance”); provided, however that not more than Ten Dollars ($10.00") per rentable square foot of the Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied with respect to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rentFifth Floor Expansion Premises. FurtherNotwithstanding the above, Tenant may only apply Landlord’s Allowance to portions of the Premises which are then the subject of a subleasemay, or are intended to be subletat Tenant's discretion, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) use all or any portion of Landlord's Allowance for costs related to design and construction of the Landlord’s Allowance if Tenant is in default under the Lease at the time Tenant requests such disbursementImprovements, Tenant's signage costs, moving expenses and installation of Tenant's furniture; provided, however, that if Landlord did not make as a disbursement because condition to Tenant's right to use Landlord's Allowance for such purposes, Tenant was then in default under this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 4.e.i., Landlord’s Allowance shall be available for disbursement pursuant required to the terms hereof only for the period commencing on the date hereof improve and ending on December 31, 2012 (the “Allowance Availability Period”). Accordingly, if any portion finish all portions of the Landlord’s Allowance has not been utilized Fifth Floor Expansion Premises to at least the following minimum standards: (i) a fully completed ceiling with lights connected and switched and ceiling tiles installed; (ii) the base building heating, ventilating and air conditioning system installed, including interior duct work, supply grills, and interior zone controls; (iii) sprinkler heads installed or relocated in accordance with applicable codes; (iv) a fully operational and certified life safety system installed; (v) finished floors; (vi) all drywall surfaces fully skimmed, sanded, painted and finished; (vii) standard electrical distribution outlets for convenience power installed and connected; and (viii) a certificate of occupancy from the appropriate governmental authority shall be issued for such space. Landlord represents and warrants to Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day that implementation of the Allowance Availability PeriodPlans will (i) exceed the minimum standards set forth in the immediately preceding sentence, such unused portion shall be forfeited and (ii) result in the completion of all improvements called for in the pricing drawings approved by Landlord and Tenant. The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure or, as provided in Paragraph 4.h. below, Landlord Delay. The Allowance Availability Period shall also be extended one day for each day beyond October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (6) months following the date of actual Substantial Completion of the Tenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Premises outlined in Exhibit A. If Tenant elects to leave any substantial portion of the Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.