Common use of Landlord’s Contribution Clause in Contracts

Landlord’s Contribution. Landlord shall, in the manner hereinafter set forth, contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution.

Landlord’s Contribution. Landlord shall, in shall contribute rent abatements up to the manner hereinafter set forth, contribute the lesser total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises150,000.00) (“Landlord’s Contribution”) towards on account of the costs cost of designing refurbishing the Leased Premises including design and constructing Tenantengineering costs. Landlord’s Work. Contribution shall be available to Tenant only as follows: (i) Tenant shall be entitled submit to use up Landlord a written request to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) utilize a portion of Landlord’s Contribution towards the cost as an abatement of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance one or more monthly installments of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition Base Rent (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on (each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” Contribution Request”); (ii) each Contribution Request shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by include evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions Tenant has been fully paid. Landlord shall have the right, upon reasonable advance notice actually paid to Tenant, contractors and other relevant professionals an amount at least equal to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially sought in the form of AIA Document G-702 covering all work for which disbursement is Contribution Request in connection with construction, design and or other service and materials directly related to be made to a date specified therein; and necessary in connection with the Expansion Project (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment“Refit Expenses”); (iii) Contractor’sunless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, subcontractor’s and material supplier’s waivers Tenant shall be entitled to abatement of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Contribution Request to Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; in addition to the foregoing: (vA) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, be limited to no more than three (3) receipted bills covering all labor and materials expended and used, contribution requests per year; (4B) as-built plans each Contribution Request shall be in an amount not less than the lesser of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any remaining unused portion of Landlord’s Contribution during and the continuance Base Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of an uncured Default by Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant under the Lease, and Landlord’s obligation shall have no right to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment partial abatement of the entire Landlord’s Contribution to Landlord in accordance monthly Base Rent other than with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue respect to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contributionlast Contribution Request.

Landlord’s Contribution. Landlord shallshall contribute toward the ----------------------- cost of the design, construction and installation of the Tenant Improvements (including, without limitation, the fee for Landlord's Contractor or Tenant's Contractor, whichever is applicable, and the Construction Management Fee (as defined below) if applicable) an amount not to exceed Five Hundred Thirty-Six Thousand Nine Hundred Forty Dollars ($536,940.00)("Landlord's Contribution"); provided, however that not more than Seventy-One Thousand Five Hundred Ninety-Two Dollars ($71,592.00) of Landlord's Contribution may be applied to Tenant's reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of Landlord's Contribution may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, signage or free rent. Tenant shall pay for all costs of the construction of the Tenant Improvements in excess of Landlord's Contribution (the "Excess Cost"). Based on the estimated cost of the construction of the Tenant Improvements (inclusive of the applicable fees referenced above)(which estimated cost shall be mutually and reasonably agreed upon by Landlord and Tenant, and is referred to hereinafter as the "Estimated Costs"), 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 (including the applicable portion of the applicable fees) as the same is performed, in accordance with their respective Share of Costs for such work, with Tenant's payments being made to Landlord's Contractor within thirty (30) days of written demand if Landlord's Contractor constructs the Tenant Improvements. At such time as Landlord's Contribution 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 hereinafter set forthas Tenant's payments of Tenant's Share of Costs were paid. If Tenant's Contractor constructs the Tenant Improvements, contribute the lesser following provisions shall govern the disbursement of Landlord's Contribution. Landlord shall disburse Landlord's Contribution (with each payment being calculated in accordance with Landlord's Share of Costs as provided above) directly to Tenant's Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Each 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). No payment will be made for materials or supplies not on site. To the extent permitted by law, Landlord may withhold the amount of any and all retention percentages provided for in original contracts or subcontracts until the earlier of (i) the actual cost expiration of Tenant’s Work the applicable lien period or (ii) $1,698,800.00 (calculated Landlord's receipt of a waiver of lien rights from Tenant's Contractor, subcontractors or suppliers whose invoices are applicable to the respective disbursement for, and/or on account of, the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Workwork or materials covered by such invoice. Tenant shall be entitled pay Tenant's Share of Costs directly to use up the contractor or suppliers involved and shall furnish to $424,700.00 (i.e.Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. Notwithstanding the foregoing, $10.00 per rentable square foot Landlord shall retain from the amount of Landlord's Contribution, as compensation to Landlord for review of the Relocation PremisesFinal Plans and for construction inspection, administration and management with regard to the Tenant Improvements, a sum (the "Construction Management Fee") equal to Twenty-Four Thousand Dollars ($24,000.00). At the time Landlord makes any disbursement of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s 's Contribution, Landlord shall pay the cost retain from Landlord's Contribution, as a partial payment of the work shown Construction Management Fee, a proportionate amount of the Construction Management Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Construction Management Fee is retained over the course of construction on each Requisition submitted by a prorata basis. At such time as Landlord's Contribution has been entirely disbursed, Tenant to Landlord shall, within twenty-five thirty (2530) days of Landlord’s receipt thereof. For the purposes hereofwritten demand, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory pay to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxesremainder, if any, payable in connection with Tenant’s Work and of the Construction Management Fee not yet paid to Landlord’s Contribution.

Landlord’s Contribution. (a) Landlord shall, in the manner hereinafter set forth, contribute the lesser of up to Two Million Eight Hundred Eighty-Three Thousand Five Hundred Forty and 00/100 Dollars (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises2,883,540.00) (“Landlord’s Contribution”) towards the costs of designing hard and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) soft cost of Landlord’s Contribution towards TI Work (including, without limitation, architectural, engineering and project management fees) (collectively, the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account “Total Cost of Landlord’s Contribution, Landlord shall pay TI Work”). If the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days Total Cost of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s TI Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify exceeds the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish pay Landlord with: the excess amount (Iall such costs, “Landlord’s TI Work Cost Excess”) general contractor and architectwithin twenty (20) business days after demand therefor, which demand Landlord may make at any time after the determination of Landlord’s completion affidavits, (2) full and final waivers TI Work Cost Excess. Landlord shall notify Tenant from time to time of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans Landlord’s good faith estimate of the TenantTotal Cost of Landlord’s WorkTI Work and of Landlord’s TI Work Cost Excess, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinancesany such notice shall be accompanied by supporting documentation evidencing such cost. In no event Landlord shall Landlord be required to disburse from Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to until Landlord has paid the contrary, Landlord shall not be obligated to disburse any portion entire cost of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of TI Work or Landlord has expended the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution.. Any dispute between Landlord and Tenant with respect to the amount payable pursuant to any requisition that is not resolved within ten (10) days after the date of the requisition shall be resolved by arbitration conducted pursuant to Section 29.5 below. For the purposes of this Section 4.8(a), a “

Landlord’s Contribution. The Refurbishment Work shall be performed at the sole cost and expense of Tenant, except for the amount of the Landlord’s Contribution. Landlord shall, shall provide a total of Ninety-One Thousand Seven Hundred Twenty Dollars ($91,720; based on $10.00 per square foot on 9,172 rentable square feet in the manner hereinafter set forth, contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Existing Premises) (; “Landlord’s Contribution”), as provided in this Paragraph 8(c) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail payment or partial payment for the costs of the performance of the Refurbishment Work (including, without limitation, design, permit, and construction costs). Subject to the provisions of Paragraph 8(d) below, Landlord shall apply Landlord’s Contribution to the cost of performing (including, without limitation, design, permit and construction costs) the Refurbishment Work and for the other purposes specifically provided in this Paragraph 8. If, following the substantial completion of the Refurbishment Work, any portion of the Landlord’s Contribution is unused and unapplied, following Tenant’s Work then installed by Tenant in written request therefor, Landlord shall apply such unused and unapplied portion of the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions Landlord’s Contribution toward the installment of Base Rent next coming due under the Lease and subsequent installments of Base Rent, until such time as such unused and unapplied portion of the Landlord’s Contribution has been fully paidapplied to Base Rent. Notwithstanding anything to the contrary set forth herein: (a) the obligation of Landlord shall have to make any one or more payments pursuant to the right, upon reasonable advance notice provisions of this Paragraph 8(c) or to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify proceed with the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage performance of the Refurbishment Work shall be payable as part suspended without further act of the final draw)parties during any such time as there exists a Default under the Lease or any event or condition which, shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws passage of time or the state in which the Relocation Premises is located, together with all giving of notice or both would constitute such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if anyDefault; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5b) the certification obligation of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse pay any unexpended portion of Landlord’s Contribution during shall terminate as of the continuance first anniversary of an uncured Default by the Extension Date. Nothing in this Paragraph 8(c) shall affect the obligations of Tenant under the LeaseLease with respect to any alterations, additions and Landlord’s improvements within the Premises, including, without limitation, any obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment obtain the prior written consent of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contributionthereto.

Landlord’s Contribution. Landlord shall, in shall reimburse Tenant for the manner hereinafter set forth, contribute costs incurred by Tenant with respect to the lesser of (i) the actual cost performance of Tenant’s Work (the “Cost of Tenant’s Work”) up to the amount of Landlord’s Contribution and as more particularly set forth in this Section 2(c), provided that a requisition is submitted by Tenant in accordance with the provisions of this Exhibit C on or before the date that is twenty-four (ii24) months after the Commencement Date. As used herein, “Landlord’s Contribution” shall mean $1,698,800.00 1,696,375.00 (calculated on the basis of i.e., $40.00 125.00 per rentable square foot of the Relocation Premises). At least eighty percent (80%) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) total amount of Landlord’s Contribution towards the cost of requisitioned by Tenant must be for hard costs incurred by Tenant, including architectural and engineering drawingsmechanical, electrical and plumbing services. The balance of the Landlord’s Contribution may be applied toward soft costs, including without limitation consultant fees; the installation of a security system; the installation of furniture, fixtures and equipment, permitting ; and telephone and data cabling costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance . The Costs of Tenant’s WorkWork shall not include costs arising from an Event of Default or from any facts or circumstances that could become an Event of Default, such as legal fees or bonding costs arising in connection with a mechanic’s lien placed on the Premises or Tenant’s interest therein. Provided no Default of Tenant exists at the time that Tenant submits shall be entirely responsible for any Requisition (as hereinafter defined) on account of excess. Landlord’s ContributionContribution shall be payable by Landlord to Tenant (or, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant at Tenant’s election, directly to Tenant’s contractor) upon written requisition to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereofin monthly installments, a “Requisition” shall mean written documentation showing in as provided below, according to reasonable detail the costs of the construction disbursement procedures and as Tenant’s Work then installed by progresses. In any case, prior to payment of any such installment Tenant in the Premises. Each Requisition shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentationby: (i) an application invoices for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified thereinTenant’s Work covered such requisition; (ii) a certification from an AIA architect substantially copies of partial lien waivers or final lien waivers (in the form case of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Paymenta final installment); (iii) Contractor’s, subcontractora certificate signed by the Tenant’s and material supplier’s waivers of liens which shall cover all architect certifying that Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance represented by the aforementioned invoices has been completed substantially in accordance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably requireApproved Plans; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans certificate of substantial completion and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the for Tenant’s Work, Work (in the case of a final installment); and (5v) all other information and materials reasonably requested by Landlord. Landlord shall pay each required installment within thirty (30) days of receiving the certification materials enumerated in the previous sentence. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of Landlord’s Contribution to the total Cost of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance (as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant’s Plans), and less a retainage equal to the retainage set forth in accordance with applicable lawsthe construction contract, codes and ordinances. In but in no event shall Landlord be required to disburse pay more than Landlord’s Contribution more than one (1) time per monthContribution. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request funds for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contributionmaterials stored off-site.

Landlord’s Contribution. Landlord shallshall provide to Tenant a special allowance equal to $3,000,000 (the “Landlord’s Contribution”). The Landlord’s Contribution shall be used and applied by Tenant solely on account of the cost of Tenant’s Work; provided however that the maximum amount of Landlord’s Contribution which may be requisitioned and used by Tenant to pay for Soft Costs shall not exceed $300,000 (the “Soft Costs Cap”). Provided that (i) Tenant has completed and paid for all of Tenant’s Work in accordance with the terms of the Lease, (ii) Tenant has delivered the items required under Section 2.0(E) above, (iii) Tenant has delivered to Landlord its certificate specifying the cost of such Tenant’s Work and all contractors, subcontractors and suppliers involved with Tenant’s Work, together with evidence of such cost in the manner hereinafter set forthform of paid invoices, contribute receipts and the lesser like, (iv) Tenant has satisfied the requirements of (i) through (iii) above and made request for such payment on or before the actual cost date that is the first anniversary of the Commencement Date, (v) no Event of Default exists under the Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Site arising out of Tenant’s Work or any litigation in which Tenant is a party, then within thirty (ii30) $1,698,800.00 (calculated on days after the basis of $40.00 per rentable square foot satisfaction of the Relocation Premises) (“foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Landlord’s Contribution”) towards Contribution (after taking into account any disbursement of Landlord’s Contribution made pursuant to the costs of designing and constructing Tenant’s Workfollowing sentence). Tenant shall be entitled to use Notwithstanding the foregoing, Landlord will disburse up to $424,700.00 fifty percent (i.e., $10.00 per rentable square foot of the Relocation Premises50%) of Landlord’s Contribution towards the cost when Tenant’s Approved Architect certifies to Landlord that Tenant’s Work is at least fifty percent (50%) complete based upon a schedule of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred values submitted by Tenant in the performance Xxxxxx’s Architect to Landlord prior to commencement of Tenant’s Work. Provided no Default of Tenant exists at the time , provided however that Tenant submits any Requisition such disbursement shall be (as hereinafter definedi) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant limited to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed paid for by Tenant in through the Premises. Each Requisition shall be accompanied date of such request for disbursement, as evidenced by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect paid invoices from Tenant’s books contractors, subcontractors and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contributionsuppliers, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form conditioned upon (A) delivery of the Architect’s Certificate Lien Waivers for Payment found in AIA Document G702, Application and Certificate all of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or portion of Landlord’s Mortgagee may reasonably require; Contribution is requested, (ivB) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Workno Event of Default exists under the Lease, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (viiC) a request there are no liens (unless bonded to disburse from Tenant containing an approval by Tenant the reasonable satisfaction of Landlord) against Xxxxxx’s interest in the work done and a good faith estimate of Lease or against the cost to complete Tenant’s Work. Upon completion Building or the Site arising out of Tenant’s WorkWork or any litigation in which Tenant is a party. Notwithstanding the foregoing, and prior Landlord shall be under no obligation to final disbursement apply any portion of the Landlord’s ContributionContribution for any purposes other than as provided in this Section 3.0, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, the Landlord’s Contribution shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers only be applied towards the cost of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, leasehold improvements and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse make application of any portion of the Landlord’s Contribution more towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant or any other Soft Costs above the Soft Costs Cap. In the event that such cost of Tenant’s Work is less than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the LeaseContribution, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any creditpayment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease; however, abatement or other concession in connection therewith. if for any reason Tenant does not use the entire Landlord’s Contribution as provided above towards Tenant’s Work, Tenant shall have the right to use up to a $600,000 portion of Landlord’s Contribution towards alterations made to the Premises subject to Landlord’s consent pursuant to Section 5.12 of the Lease provided request for disbursement is made within thirty-six (36) months of the Rent Commencement Date and Tenant complies with the all disbursement conditions applicable to Landlord’s Contribution set forth above. Landlord shall be responsible for all applicable state sales or use taxes, if any, payable in connection with entitled to deduct from the Landlord’s Contribution reasonable third party expenses incurred by Landlord to review Tenant’s Work Plans and LandlordXxxxxx’s Contribution.Work. For purposes of this Exhibit B-1, the term “

Landlord’s Contribution. Landlord shall, in shall reimburse Tenant for the manner hereinafter set forth, contribute hard costs and costs of architectural and engineering services incurred by Tenant with respect to the lesser of (i) the actual cost performance of Tenant’s Work or (iithe “Cost of Tenant’s Work”) $1,698,800.00 (calculated on the basis up to a maximum of $40.00 per rentable square foot of the Relocation Premises) 314,425.00 (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time provided that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition a requisition is submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in of this Section II (D) Exhibit C on or before the date that is twelve (12) months after the Relocation Commencement Date, any unused amount shall accrue to the sole benefit . The Costs of Landlord, it being understood that Tenant Tenant’s Work shall not be entitled to include costs arising from an Event of Default or from any creditfacts or circumstances that could become an Event of Default, abatement such as legal fees or other concession bonding costs arising in connection therewithwith a mechanic’s lien placed on the Premises or Tenant’s interest therein. Tenant shall be entirely responsible for all applicable state sales or use taxesany excess. Landlord’s Contribution shall be payable by Landlord to Tenant (or, if anyat Landlord’s election, payable directly to Tenant’s contractor) upon written requisition to Landlord in connection with monthly installments, as provided below, according to reasonable construction disbursement procedures and as Tenant’s Work progresses. In any case, prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: (i) invoices for Tenant’s Work covered such requisition; (ii) copies of partial lien waivers or final lien waivers (in the case of a final installment); (iii) a certificate signed by the Tenant’s architect certifying that Tenant’s Work represented by the aforementioned invoices has been completed substantially in accordance with the Approved Plans; (iv) a certificate of substantial completion and as-built plans for Tenant’s Work (in the case of a final installment); and (v) all other information and materials reasonably requested by Landlord. Landlord shall pay each required installment within thirty (30) days of receiving the materials enumerated in the previous sentence. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of Landlord’s Contribution to the total Cost of Tenant’s Work (as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant), less a retainage equal to the greater of the retainage set forth in the construction contract or five percent (5%) of amount due under the construction contract, but in no event shall Landlord be required to pay more than Landlord’s Contribution.. Landlord shall not be obligated to disburse funds for materials stored off-site. In the event that any amount of Landlord’s Contribution remains after reimbursement for the total Costs of Tenant’s Work, Tenant may apply up to $62,885.00 from such remaining amount of Landlord’s Contribution against the first due amounts of Basic Rent due hereunder. EXHIBIT D Commencement Date Letter _____________________________, 20__ [Name of Contact] [Name of Tenant] [Address of Tenant] RE: [Name of Tenant] [Premises Rentable Area and Floor] [Address of Building] Dear [Name of Contact]: Reference is made to that certain Lease, dated as of __________________, 20__, between [Landlord], as Landlord and [Tenant] as Tenant, with respect to Premises on the ____ floor of the above-referenced building. In accordance with Exhibit C of the Lease, this is to confirm that the Commencement Date of the Term of the Lease occurred on ________________, and that the Term of the Lease shall expire on ________________. If the foregoing is in accordance with your understanding, kindly execute the enclosed duplicate of this letter, and return the same to us. Very truly yours, [Landlord] By: Name: Title: Accepted and Agreed: [Tenant] By: Name: Title: Date: EXHIBIT E Operating Expenses Operating Expenses shall include the following, without limitation:

Landlord’s Contribution. Provided that Tenant shall not then be in ----------------------- default under the Lease beyond the expiration of applicable notice and cure periods at the time a request for reimbursement is made, Landlord shallshall (subject to, and in accordance with, the provisions of this paragraph) reimburse Tenant for its expenses incurred in connection with the design and construction of improvements made in connection with preparing the Demised Premises for Tenant's occupancy, including, without limitation, architectural, engineering and permitting fees ("Tenant's Work"). Landlord's reimbursement to Tenant in connection with Tenant's Work, however, shall in no event exceed, in the manner aggregate, $753,510.00 ("Landlord's Base Contribution"). Tenant may by written notice delivered to Landlord ("Tenant's Contribution Notice") not later than ten (10) days prior to the Expansion Space Commencement Date elect to increase Landlord's Contribution by a sum not to exceed $631,420.00 (such sum designated in Tenant's Contribution Notice is hereinafter set forthdefined as "Landlord's Additional Contribution"). In the event that Tenant makes the foregoing election in accordance with the terms hereof, contribute the lesser of (i) the actual cost of Tenant’s Work or Yearly Fixed Rent set forth in Article 1(18) commencing on the Expansion Space Commencement Date shall be increased by an amount per annum equal to the Landlord's Additional Contribution times $.2666, and (ii) Tenant shall deliver to Landlord, together with Tenant's Contribution Notice, a Letter of Credit in the amount of Landlord's Additional Contribution to be held in accordance with Exhibit B. For example, in the event Landlord's Additional Contribution is $1,698,800.00 (calculated on 631,420.00, then the basis Yearly Fixed Rent shall be increased by $168,336.58 per annum. For purpose of $40.00 per rentable square foot of this Amendment, Landlord's Base Contribution and Landlord's Additional contribution shall be referred to as "Landlord's Contribution". Landlord and Tenant agree to execute an agreement confirming the Relocation Premises) (“Landlord’s Contribution”) towards 's Additional Contribution and the costs of designing and constructing Tenant’s Workincrease in the Yearly Fixed Rent. Tenant shall be entitled to use up to $424,700.00 be reimbursed not more than fifteen percent (i.e., $10.00 per rentable square foot of the Relocation Premises15%) of Landlord’s 's Contribution towards the cost of for architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Workfees, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor permit and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable filing fees in connection with Tenant’s Work and Landlord’s Contribution's Work.

Landlord’s Contribution. Landlord shall, in the manner hereinafter set forth, shall contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) an amount up to $1,698,800.00 (calculated on the basis of $40.00 32.00 per rentable square foot of within the Relocation Premises) Premises (“Landlord’s Contribution”) towards toward the costs incurred for the Tenant Improvements and Change Orders. Landlord has no obligation to pay for costs of designing and constructing the Tenant Improvements or Change Orders in excess of Landlord’s Contribution. Tenant’s Workarchitect shall have the right to approve the general contractor’s applications for payment. If the cost of the Tenant Improvements and/or Change Orders exceeds the Landlord’s Contribution, Tenant shall pay such overage to Landlord upon the exhaustion of Landlord’s Contribution. Tenant shall be entitled to use any unspent portion of Landlord’s Contribution for the actual out-of-pocket costs incurred by Tenant in connection with the Tenant Improvements and Tenant’s relocation to the Premises, including, without limitation, architectural and engineering services, project management fees, the acquisition and installation of Tenant’s furniture, fixtures and equipment in the Premises, the installation of Tenant’s data cabling and network systems and security systems in the Premises and Tenant’s signage at the Project (collectively, “Moving Expenses”). Such Moving Expenses shall be evidenced by paid invoices delivered by Tenant to Landlord within thirty (30) days following the Lease Commencement Date. Tenant may elect to apply a portion of Landlord’s Contribution, up to $424,700.00 (i.e., an amount not to exceed $10.00 per rentable square foot of within the Relocation Premises) of Landlord’s Contribution towards Premises (the cost of architectural and engineering drawings“Rent Credit”), furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of to Tenant’s Work. Provided no Default installments of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Base Rent and Tenant’s Work then installed by Tenant in Share of Direct Expenses payable after the Premisesrent abatement period. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the rightThe Rent Credit, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw)if any, shall be paid to applied commencing with the general contractor that performs first installments of Base Rent and Tenant’s Work, in periodic disbursements within twenty-five (25) days Share of Direct Expenses payable after receipt the rent abatement period and such application shall continue until all of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is available Rent Credit has been applied to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Workrental obligations. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any Any remaining portion of Landlord’s Contribution during the continuance of an uncured Default by which is unspent for Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment Improvements or Moving Expenses as of the entire Landlord’s Contribution thirty-fourth (34th) month following the Lease Commencement Date and which are in excess of the Rent Credit available to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible retained by Landlord without further credit or payment to Tenant. Landlord shall cause one test-fit for all applicable state sales the Premises to be prepared at Landlord’s cost if Landlord’s architect is employed; or use taxes, if any, payable in connection with at Tenant’s Work and cost; if Landlord’s Contributionarchitect is not employed, subject to reimbursement by Landlord of $0.10 per rentable square foot within the Premises for such test fit costs. If Landlord’s architect is employed for the Tenant Improvements, Landlord shall provide the CADD files to Tenant at no cost.

Landlord’s Contribution. If Tenant duly exercises a right of first ----------------------- refusal to lease additional space and the initial lease term for such space is five (5) years or longer, Landlord shall contribute an amount equal to ten dollars ($10.00) per rentable square foot of such additional space for Tenant's alterations and improvements to such space (and for any associated alterations or improvements to any adjoining space leased by Tenant which reasonably relate to integrating the additional space with the adjoining space). If Tenant duly exercises a right of first refusal to lease additional space and the initial lease term for such space is less than five (5) years, Landlord's contribution shall be an amount equal to ten dollars ($10.00) per rentable square foot of such additional space multiplied by a fraction, the numerator of which is the initial lease term for such space, and the denominator of which is five (5) years. Notwithstanding the foregoing, if an Offer Notice provides for a tenant improvement allowance exceeding, or tenant improvements by Landlord the cost of which exceed, ten dollars ($10.00) per rentable square foot, then Landlord's contribution (the "Additional Allowance") with respect to the additional space leased pursuant to that Offer Notice shall be calculated at the rate set forth in that Offer Notice. Landlord will make payments to Tenant from the Additional Allowance only in progress payments not more frequently than once per month, and shall only make payments equal to the amount Tenant has theretofore accrued as an obligation to Contractor or subcontractors, and only after receipt by Landlord of conditional mechanics' lien releases (which mechanics' lien releases shall, at Landlord's option, be executed by subcontractors, labor suppliers and materialmen, as reasonably determined by Landlord, in addition to Contractor). Landlord may withhold the manner hereinafter set forthlast fifteen percent (15%) of the Additional Allowance until the lien-free expiration of the time for the filing of any mechanics' liens claimed or which might be filed on account of any work ordered by Tenant or Contractor or any subcontractor of Tenant, contribute or if any liens are filed, the lesser subsequent receipt of unconditional lien releases executed by all applicable contractors (and as reasonably required by Landlord, from any laborers, mechanics, materialmen, suppliers and design professionals) who performed tenant improvement work for the additional space leased pursuant to Tenant's exercise of that particular option. Tenant may use the Additional Allowance only for the particular additional space leased pursuant to Tenant's exercise of that particular right of first refusal or for associated improvements or alterations to the immediately adjoining space. The commencement date of the rental obligations as to any additional space shall begin upon the earlier of (i) the actual cost substantial completion of the tenant's alterations and improvements associated with such additional space (including any alterations or improvements to the adjoining space which reasonably relate to integrating the additional space with the immediately adjoining space) as certified to Landlord by Tenant’s Work 's architect or, if applicable, the date all such alterations or improvements would have been substantially complete but for Tenant Delay, (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot Tenant's occupancy of the Relocation Premisesadditional space for the conducting of business therein, or (iii) one hundred twenty (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25120) days after receipt the delivery of the following documentation: (i) an application for payment exclusive use and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form occupancy of the Architect’s Certificate additional space to Tenant for Payment found in AIA Document G702, Application and Certificate the purpose of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval commencement by Tenant of its alterations and improvements (or such longer period of time as may be provided for in the work done and a good faith estimate of Offer Notice); provided that the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord commencement date as so established hereinabove shall not be obligated to disburse any portion of Landlord’s Contribution during deny Tenant the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled right to any credit, abatement or other concession post-tenant occupancy free rent period provided for in connection therewiththe Offer Notice. Tenant Landlord shall be responsible for removing, at its sole cost and expense, any Hazardous Materials present or used in or on the floor, walls, ceiling or other items in the interior area of such additional space before Landlord delivers possession thereof to Tenant, with any such removal to be performed in compliance with all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s ContributionHazardous Materials laws.

Landlord’s Contribution. After the Commencement Date, Landlord shall, in the manner hereinafter set forth, shall contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) up to $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) 117,648.00 (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s initial work in the Premises (“Tenant’s Initial Work. Tenant shall ”), with Tenant’s Initial Work to be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred performed by Tenant in the performance of accordance with applicable Lease terms (including without limitation Article 7). Landlord shall reimburse Tenant for Tenant’s Work. Provided no Default of Initial Work performed by Tenant exists at up to the time that Tenant submits any Requisition (as hereinafter defined) on account amount of Landlord’s Contribution, Landlord shall pay in accordance with the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes terms hereof, a provided that Tenant supplies Landlord with an appropriate requisition (the “Requisition” ”) satisfactory to Landlord, which shall mean written documentation showing include at a minimum bills, receipts, lien waivers and releases in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence form reasonably satisfactory to Landlord from contractors, subcontractors, vendors and materialmen; and Tenant’s certification of completion of Tenant’s Initial Work. If Tenant is not in default under this Lease beyond any applicable grace and cure period and provided that all work covered documents and information required by previous Requisitions has Landlord have been fully paid. provided, within thirty (30) days after Landlord receives a complete Requisition upon the completion of Tenant’s Initial Work, Landlord shall have the right, upon reasonable advance notice pay Tenant up to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereofof Landlord’s Contribution. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost endeavor to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: Initial Work within six (I6) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans months of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinancesCommencement Date. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any Any remaining portion of Landlord’s Contribution during the continuance not disbursed to Tenant after submission of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord final Requisition in accordance with the express provisions contained in this Section II (D) on or before hereof shall be and forever remain the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit property of Landlord. ​ ​ SCHEDULE D RULES AND REGULATIONS In the event of any conflict or inconsistency between these rules and regulations and the attached Lease, it being understood that Tenant the provisions of the Lease shall not be entitled to any credit, abatement or other concession in connection therewithgovern. Tenant All such rules shall be responsible for consistently and uniformly enforced with all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contributiontenants.

Landlord’s Contribution. Subject to the provisions of Article 5 of this Lease, and except for the work to be performed by Landlord shallpursuant to Section 2.02, in Tenant agrees to perform the manner hereinafter set forth, contribute initial work and installations required to make the lesser of (i) Demised Premises suitable for the actual cost conduct of Tenant’s Work or 's business. Tenant agrees to deliver to Landlord, for Landlord's approval the plans and specifications for Tenant's initial work within sixty (ii60) $1,698,800.00 days following the Commencement Date (calculated on the basis "initial work"). Landlord agrees to contribute up to the sum of $40.00 per rentable square foot of the Relocation Premises1,912,500.00 ("Landlord's Contribution") (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards toward the cost of architectural such work, which shall include hard and engineering drawings, furniture, fixtures and equipment, permitting soft costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay to Tenant, from time to time, but not more often that once a month, ninety (90%) percent of the cost of the work shown on each Requisition submitted requested by Tenant theretofore performed by the contractor, provided Tenant delivers to Landlord within twenty-five (25) days concurrently with its request, receipted bills of Landlord’s receipt thereof. For the purposes hereofcontractor involved approved by Tenant, a “Requisition” shall mean written documentation showing in reasonable detail certificate by Tenant's architect that such bills have been approved and the costs work or materials evidenced by such bills have been satisfactorily performed or delivered and a waiver of mechanic's lien signed by the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory contractor with respect to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. paid as evidenced by the receipted xxxx, such payment to be made to Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a within ten (10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of Tenant's request together with the following aforesaid documentation: . Within ten (i10) an application for payment and sworn statement of contractor days after Landlord receives a certificate from Tenant's architect stating that Tenant's work has been substantially completed, that the same has been performed in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with all applicable Governmental Requirements and the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) approved plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change ordersdelivery to Landlord, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant applicable, of the final "sign-off" letters and equipment use permits (as necessary) for all work done and a good faith estimate of performed from the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrarymunicipal authorities, Landlord shall not be obligated pay to disburse Tenant the aggregate of the ten (10%) percent sums retained by Landlord. Landlord shall have no obligation or responsibility to pay any portion cost exceeding the amount of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured's Contribution. If the amount Tenant does not submit a request expends for payment of the entire Landlord’s Contribution to Landlord in accordance with cost exceeds the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord's Contribution, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for the payment to the contractors of the excess. If said amount is less than the amount of Landlord's Contribution, Landlord shall apply such difference to the payment of minimum rent as and when the same would otherwise become due and payable under this Lease. Tenant shall indemnify and hold Landlord harmless from and against any and all applicable state sales or use taxesclaims, if any, payable costs and expenses in connection with Tenant’s Work and such work exceeding the amount of Landlord’s 's Contribution.

Landlord’s Contribution. (a) Landlord shall, in shall reimburse Tenant for the manner hereinafter set forth, contribute the lesser of (i) the aggregate and actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in with respect to the design and performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in (the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect “Cost of Tenant’s books and records relating Work”) up to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. of the Landlord’s Contribution, less a 10% retainage (which retainage subject to the provisions hereof. Provided that this Lease is in full force and effect and there shall be payable as part no Default of Tenant under this Lease, (i) upon Landlord’s receipt of a certification from Tenant’s architect that at least fifty percent (50%) of the final draw), shall be paid to the general contractor that performs Tenant’s WorkWork has been substantially completed in accordance with the Plans, in periodic disbursements Landlord shall, within twenty-five sixty (2560) days after following Landlord’s receipt of such certification, pay to Tenant toward the costs of the design and construction of such substantially completed portion of the Tenant’s Work an amount equal to up to fifty percent (50%) of the Landlord’s Contribution, and (ii) within sixty (60) days following Landlord’s receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in Substantial Completion Deliverables, Landlord agrees to pay to Tenant toward the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form costs of the Architect’s Certificate for Payment found in AIA Document G702, Application design and Certificate construction of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all the Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with an amount equal to the mechanics’ lien laws undisbursed portion of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; Contribution. Notwithstanding the foregoing, (ivx) a cost breakdown for each trade or subcontractor performing Landlord shall be entitled to withhold up to ten percent (10%) of any disbursement of the Landlord’s Contribution with such withheld amount to be disbursed upon completion of any so-called “punch list” items relating to the Tenant’s Work; Work as an assurance that such punch-lists items will be properly completed, (vy) plans and specifications for if the actual Cost of Tenant’s WorkWork is an amount less than the amount of the Landlord’s Contribution, together with a certificate from an AIA architect that then Landlord shall only be obligated to disburse to Tenant the amount of such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies actual Cost of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; Work and (vii) a request shall not be obligated to disburse from Tenant containing an approval by Tenant the remaining amount of the work done and a good faith estimate Landlord’s Contribution in excess of the cost to complete Tenant’s Work. Upon completion actual Cost of Tenant’s Work, and prior to final disbursement (z) if the actual Cost of Tenant’s Work exceeds the amount of the Landlord’s Contribution, then Tenant (and not Landlord) shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request solely responsible for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contributionsuch excess.

Landlord’s Contribution. Landlord shall, shall provide to Tenant a construction allowance (the "Landlord's Contribution") in the manner hereinafter set forth, contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis amount of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 380,358.00 (i.e., $10.00 22.00 per rentable square foot of in the Relocation Premises). Landlord shall disburse up to $207,468.00 (i.e. $12.00 per square foot in the Premises) of the Landlord’s 's Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition within thirty (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (2530) days following Tenant's request therefor, at any time following the full execution and delivery of Landlord’s receipt thereofthis Lease by all parties. For the purposes hereofAdditionally, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant up to $172,890.00 (i.e. $10.00 per square foot in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have ), being the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part balance of the final draw)Landlord's Contribution, shall be paid to the general contractor that performs Tenant’s Workand architect in period disbursements, in periodic disbursements within twenty-five (25) 20 days after following receipt by Landlord of each of the following documentationwith respect to the portion of the Work reflected in each disbursement: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (31) receipted bills covering all labor and materials expended and usedused in such portion of the Work; (2) a sworn contractor's affidavit from the construction manager and a request to disburse from Tenant; (3) contractor's, subcontractor's, and materials supplier's lien waivers for such portion of the Work; and (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s Tenant and its architect that Tenant’s such portion of the Work has been installed completed in a good and workmanlike manner in accordance with the Tenant’s Plansapproved plans, and in accordance with applicable lawsLaws. Such portion of the Landlord's Contribution shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Prior to the final disbursement of the Landlord's Contribution, codes Tenant shall provide Landlord with full and ordinancesfinal lien waivers for all Work, and Tenant shall provide Landlord with as-built plans of the Work within 90 days after completion of the Work. In no event Tenant shall reimburse Landlord be required to disburse for the reasonable actual costs or expenses actually incurred by Landlord’s Contribution more than one , if any, for third party review of Tenant's Space Plans, Working Drawings or the Work within thirty (130) time per monthdays following Landlord's demand therefor. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Landlord’s 's Contribution during the continuance of an uncured Event of Default by Tenant under the Lease, and Landlord’s 's obligation to disburse shall only resume when and if such Event of Default is cured. If Tenant does not submit a request for payment of the entire The Landlord’s 's Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is must be used within twelve (12) months after following the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement Commencement Date or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection deemed forfeited with Tenant’s Work and Landlord’s Contribution.no further obligation by Landlord with respect thereto. (initials)

Landlord’s Contribution. Provided that there is no uncured Event of Default by Tenant under the terms and conditions of the Lease, Landlord shallshall pay Tenant as Landlord’s contribution for the costs of construction of the Tenant’s Work, in the manner hereinafter set forth, contribute a sum equal to the lesser of of: (i) the actual cost of the Tenant’s Work Work; or (ii) SEVEN HUNDRED FIFTY THOUSAND AND NO/100 ($1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises750,000.00) DOLLARS (“Landlord’s Contribution”). Notwithstanding the foregoing, Landlord and Tenant acknowledge and agree that a minimum of FOUR HUNDRED THOUSAND AND NO/100 ($400,000.00) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards shall be used solely for Tenant’s Work related to repairs or replacements of the parking lot at the Premises, the roof of the Building, the Building HVAC system, or other Building systems. The cost of all Tenant’s Work (including, but not limited to, all labor, material, permits and to pay architectural fees, permit fees and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant fees) in excess of the performance Landlord’s Contribution shall be the responsibility of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of The Landlord’s Contribution, Contribution shall be paid in installments (no more than once per month) by the Landlord shall pay to the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of as the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the rightprogresses, upon reasonable advance notice to Tenant, to inspect within ten (10) business days of Tenant’s books presentation of reasonable documentation evidencing, among other things, (i) the amounts due, in relation to the Tenant’s Work, and records relating to each Requisition in order to verify if such information is applicable, the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid amounts due to the general contractor that performs Tenantand any subcontractors and materialmen, including, but not limited to, general contractor’s Workstatement and partial and final lien waivers, in periodic disbursements within twenty-five (25) days after receipt of as the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 case may be, covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement the Tenant is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably requirerequesting payment; (ivii) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse sworn statement from Tenant containing an approval by setting forth in detail all contractors and material suppliers with whom Tenant of has contracted for the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion portion of Tenant’s WorkWork for which Landlord’s Contribution is being requested, and prior the addresses, work or materials to final disbursement be furnished, amounts of Landlordcontracts, amounts paid to date, amounts of current payments and balances due; (iii) if applicable, a certification from the architect who prepared the Tenant’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans Plans certifying that the portion of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner for which Tenant is requesting payment is fully complete in accordance with the Tenant’s Plans, Plans and in accordance with all applicable laws, codes laws and ordinances. In no event Tenant shall be responsible for obtaining and submitting to Landlord be such documentation reasonably required by the Landlord in relation to disburse draw requests for any portion of the Landlord’s Contribution more than one (1) time per monthmade by Tenant. Subject to the provisions of the immediately following paragraph, the Landlord’s Contribution may only be applied toward costs and expenses incurred by Tenant in connection with Tenant’s Work and may not, under any circumstances, be applied toward Rent payable by Tenant under the Lease. Notwithstanding anything herein to the contrary, if, at any time during the Extended Term, Landlord shall not be obligated is required to disburse any fund a portion of the Landlord Contribution, pursuant to the terms hereof and, provided that: (a) Tenant has delivered, or caused to be delivered to Landlord’s Contribution during , all of those documents which are the continuance responsibility of an Tenant to deliver pursuant to the terms hereof; (b) there exists no uncured Event of Default by Tenant under the terms and conditions of the Lease; and (c) Landlord has failed to pay such sum to Tenant (or to Escrowee, as set forth below) within thirty (30) days after Tenant has delivered to Landlord written request therefor (accompanied by all required documentation), Tenant may, in such instance, and upon written notice to Landlord, offset the amount of any such payment against the Base Rent thereafter due and payable by Tenant to Landlord under this Lease, and as amended hereby. At Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment sole option, the disbursement of the entire all or any portion of the Landlord’s Contribution may be made through a construction escrow (“Construction Escrow”) established with Chicago Title Insurance Company (“Escrowee”). The parties shall execute a standard form of construction escrow agreement utilized by the Escrowee with such revisions thereto as may be necessary to Landlord in accordance with conform to the provisions contained hereof. Landlord may fund the Landlord’s Contribution into the Construction Escrow periodically by the transfer of funds upon approval of documents submitted in this Section II (D) on or before connection with each draw request made by Tenant and upon the date that is twelve (12) months after the Relocation DateEscrowee’s determination, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled with respect to any creditdisbursements to be made through the Construction Escrow, abatement that it is prepared to advise Landlord that all statements and lien waivers are in proper form for the purpose of releasing and waiving any and all rights to file mechanics lien claims against the Premises or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable any portion thereof and that there are no liens of public record filed in connection with Tenant’s Work and or otherwise as a result of Tenant’s action or inaction through the date of disbursement of funds. Notwithstanding the foregoing, if at any time during the course of completion of Tenant’s Work the total unpaid cost of completing Tenant’s Work as indicated by any of the sworn statements provided to Escrowee hereunder exceeds the balance of the Landlord’s Contribution, Landlord need not make further disbursements of Landlord’s Contribution until Tenant has deposited in the Construction Escrow the sum necessary, along with the balance of the Landlord’s Contribution, to make all available funds equal to the unpaid cost of construction or has paid such excess costs directly.

Landlord’s Contribution. On April 1, 2015, Landlord shall, in the manner hereinafter set forth, shall contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) an amount not to exceed $1,698,800.00 (calculated on the basis of $40.00 10.00 per rentable square foot of in the Relocation Premises) Premises – i.e. $568,880.00 (the “Landlord’s Contribution”) towards to be applied toward the costs incurred by Tenant for the Improvements, Plans and Change Orders. If the cost of designing the Improvements, Plans and Change Orders exceeds the Landlord’s Contribution, Tenant shall pay all of such excess costs. Upon written request of Tenant (not more frequently than twice each month), Landlord shall pay all or any portion of the Landlord’s Contribution to Tenant, within 30 days after receipt of (a) invoices, (b) evidence satisfactory to Landlord that the work covered by such invoices has been completed in a satisfactory manner, (c) all necessary lien waivers and sworn affidavits, (d) marked reproducible copies of the originally approved Plans showing all substantial changes made in constructing Tenant’s Workthe Improvements during such period from the Plans as originally approved, and (e) such other documentation as Landlord may reasonably require under the circumstances. Tenant shall be entitled deliver reproducible as-built Plans to use up Landlord at the conclusion of Improvements. Up to $424,700.00 (i.e., 3.00 of the $10.00 per rentable square foot Construction Allowance may, at Tenant’s option, be used as an offset to Rent coming due prior to December 31, 2015, used to offset the costs of space evaluation in connection with the Relocation Premises) of Landlord’s Contribution towards Improvements, project management in connection with the cost of architectural and engineering drawingsImprovements, furniture, fixtures and or equipment, permitting or wiring/cabling costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost Any unspent portion of the work shown on each Requisition submitted Construction Allowance existing after December 31, 2015, may be retained by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice without credit or reimbursement to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution.EXHIBIT B

Landlord’s Contribution. Landlord shall, in shall reimburse Tenant for the manner hereinafter set forth, contribute the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in with respect to the design of the Approved Plans and the performance of Tenant’s Work. Provided no Default , including, without limitation, the construction management fee of Tenant exists at Landlord’s agent, which shall not exceed three percent (3%) of the time that Tenant submits any Requisition total costs of Tenant’s construction contract (as hereinafter definedthe “Cost of Tenant’s Work”) on account up to the amount of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition provided that a requisition is submitted by Tenant to Landlord within twenty-five (25) days in accordance with the provisions of Landlord’s receipt thereofthis Section 3 on or before September 30, 2012. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs The Costs of the Tenant’s Work then installed shall not include costs arising from an Event of Default or from any facts or circumstances that could become an Event of Default, such as legal fees or bonding costs arising in connection with a mechanic’s lien placed on the Premises or Tenant’s interest therein. Tenant shall be entirely responsible for any excess. Landlord’s Contribution shall be payable by Landlord to Tenant (or, at Landlord’s election, directly to Tenant’s contractor) upon written requisition to Landlord in the Premisesmonthly installments, as provided below, according to reasonable construction disbursement procedures and as Tenant’s Work progresses. Each Requisition In any case, prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentationby: (i) an application invoices for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified thereinTenant’s Work covered such requisition; (ii) a certification from an AIA architect substantially copies of partial lien waivers or final lien waivers (in the form case of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Paymenta final installment); (iii) Contractor’s, subcontractora certificate signed by the Tenant’s and material supplier’s waivers of liens which shall cover all architect certifying that Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance represented by the aforementioned invoices has been completed substantially in accordance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably requireApproved Plans; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans certificate of substantial completion and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the for Tenant’s Work, Work (in the case of a final installment); and (5v) all other information and materials reasonably requested by Landlord. Landlord shall pay each required installment within thirty (30) days of receiving the certification materials enumerated in the previous sentence. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of Landlord’s Contribution to the total Cost of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance (as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant’s Plans), and less a retainage equal to the greater of the retainage set forth in accordance with applicable lawsthe construction contract or ten percent (10%) of amount due under the construction contract, codes and ordinances. In but in no event shall Landlord be required to disburse pay more than Landlord’s Contribution more than one (1Contribution. ) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse funds for materials stored off-site. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to fund any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a disbursement request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months 3 below submitted to Landlord after the Relocation DateSeptember 30, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution2012.

Landlord’s Contribution. Landlord shallSection 40.01. Subject to the provisions of Article 5 of this Lease, Tenant agrees to perform the initial work and installations required to make the Demised Premises suitable for the conduct of Tenant's business (“Tenant’s Work”). Tenant, within thirty (30) days following its execution of this Lease, agrees to deliver to Landlord, for Landlord's approval, the plans and specifications for Tenant's Work. Tenant agrees to commence Tenant’s Work promptly after Landlord’s delivery of vacant possession of the Demised Premises and thereafter shall employ commercially reasonable efforts (provided that Tenant shall not be required to incur any additional expense or use overtime labor in employing such efforts) to complete Tenant’s Work and commence business in the manner hereinafter set forthPremises within one hundred eighty (180) days following Landlord’s approval of Tenant’s plans. Provided that Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period, contribute Landlord agrees to reimburse Tenant up to the lesser sum of Two Hundred Eighty-Nine Thousand Seven Hundred Twenty Dollars (i$289,720.00) ("Landlord's Reimbursement Contribution") towards the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on Work, which shall include the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) towards the hard costs of designing construction and constructing soft costs for architectural and engineering services. Landlord shall pay to Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 , on a monthly basis, but not more than once a month, ninety (i.e., $10.00 per rentable square foot 90%) percent of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural the materials and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred labor used for Tenant’s Work requested by Tenant in theretofore performed by the performance contractor, which shall include any general contractor and all subcontractors hired by the general contractor, provided Tenant delivers to Landlord concurrently with its request, receipted paid bills of the contractor, including any general contractor and subcontractor, involved and approved by Tenant, and a waiver of mechanic's lien signed by the contractors, including the general contractor and subcontractors, with respect to the amount paid as evidenced by the receipted paid xxxx, such payment to be made to Tenant within thirty (30) days after receipt of Tenant’s Work's request together with the aforesaid documentation. Provided no Default Within forty-five (45) days after Landlord receives a certificate from Tenant's architect stating that all of Tenant exists at Tenant's Work performed by the time general contractor and subcontractors, has been completed, that Tenant submits the same has been performed in compliance with all applicable Governmental Requirements and the approved plans and specifications and delivery to Landlord of the any Requisition required final "sign-off" letters, including, without limitation, the Department of Buildings of the City of New York Letter of Completion Sign-off, and equipment use permits (as hereinafter definednecessary) on account of Landlord’s Contributionfor all work performed from the applicable municipal authorities, Landlord shall pay to Tenant the cost aggregate of the work shown on each Requisition submitted ten (10%) percent sums retained by Tenant Landlord. Landlord shall have no obligation or responsibility to Landlord within twenty-five (25) days pay any cost exceeding the amount of Landlord’s receipt thereofReimbursement Contribution. For If the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail amount Tenant expends for the costs cost of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify exceeds the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Reimbursement Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans be responsible for the payment to the contractors of the Tenant’s Work, and (5) excess. If said amount is less than the certification amount of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contraryReimbursement Contribution, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation pay such difference to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewithTenant. Tenant shall be responsible for indemnify and hold Landlord harmless from and against any and all applicable state sales or use taxesclaims, if anycosts and expenses, payable including but not limited to attorneys’ fees, in connection with or relating to the Tenant’s Work and Landlord’s Contributionperformed pursuant to this Article.

Landlord’s Contribution. Landlord shall, in shall reimburse Tenant for the manner hereinafter set forth, contribute costs incurred by the lesser of (i) Tenant with respect to the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot design and performance of the Relocation PremisesInitial Work (the “Cost of Initial Work”) up to $1,683,160 (the “Landlord’s Contribution”) towards ), subject to the costs of designing and constructing Tenant’s Workprovisions hereof. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot If the Cost of the Relocation Premises) of Landlord’s Contribution towards Initial Work is less than the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted remaining balance (not to exceed $126,237) may be used by Tenant to Landlord within twenty-five for moving and voice and data cabling expenses (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final drawMoving Allowance”), shall be paid subject to the general contractor provisions hereof. To the extent that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt the Cost of Initial Work exceeds the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish be entirely responsible for such excess. Landlord’s Contribution shall be payable by Landlord withdirectly to the general contractor in installments as the Initial Work progresses. Prior to payment of any such installment, Tenant shall deliver to Landlord a written request, to be submitted no more frequently than once every thirty (30) days, for such disbursement, which request shall be accompanied by: (Ii) general contractor invoices for the Initial Work covered by any previous requisition; (ii) copies of partial lien waivers or final lien waivers (in the case of a final installment); and architect’s completion affidavits, (2iii) full a certificate signed by the Architect and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans an officer of the Tenant’s Work, and (5) Tenant certifying that the certification of Tenant’s architect that Tenant’s Initial Work represented by the aforementioned invoices has been installed in a good and workmanlike manner completed substantially in accordance with the Tenant’s Plans, Plans and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to that the contrary, Landlord shall not be obligated to disburse any remaining portion of Landlord’s Contribution during is sufficient to pay in full for the continuance completion of an uncured Default the Initial Work. If at any time the amount of Landlord’s Contribution remaining is insufficient to pay for the remaining amount of the Initial Work, then Tenant shall pay from its own funds all further sums necessary to enable Tenant and Tenant’s architect to again make the certification required under subsection (iii) above. Notwithstanding the foregoing, Tenant may elect to fund any sums necessary to complete the Initial Work up to $420,790.00, which may be financed by Landlord pursuant to a promissory note made by Tenant to the order of Landlord (the “Note”) in the form attached hereto as Exhibit PN. Any default under the Note continuing beyond applicable notice and cure periods shall be an Event of Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Landlord’s Contribution.

Landlord’s Contribution. Landlord shall, in shall contribute an amount not to the manner hereinafter set forth, contribute product obtained by multiplying $34.00 by the lesser number of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis of $40.00 per rentable square foot of feet comprising the Relocation PremisesPremises (the "Landlord's Contribution") (“Landlord’s Contribution”) towards to be applied toward the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in connection with the performance Initial Improvements, including, without limitation, the costs incurred by Tenant in connection with any necessary demolition in the Premises and the preparation of the Plans. If the costs incurred by Tenant in connection with the Initial Improvements exceed the Landlord's Contribution, Tenant shall pay all of such excess costs. If the total costs incurred by Tenant in connection with the Initial Improvements is less than the Landlord's Contribution then, at Tenant’s Work's option, the shortfall amount not to exceed $6 multiplied by the number of rentable square feet in the Premises may be used by Tenant as either, or both of (i) a credit against the first installments of Base Rent falling due during the Term of the Lease, or (ii) reimbursement to Tenant for actual, verifiable costs incurred by Tenant in connection with moving to the Premises. Provided no Default Upon written request of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contributionnot more frequently than once each month), Landlord shall pay the cost all or any portion of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice 's Contribution to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage within thirty (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (2530) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; invoices, (ii) evidence satisfactory to Landlord that the work covered by such invoices has been completed in a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702satisfactory manner, Application and Certificate of Payment; (iii) Contractor’sall necessary lien waivers and sworn affidavits, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; marked copies of the originally approved Plans showing all substantial changes made in constructing the Initial Improvements during such period from the Plans as originally approved, and (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting other documentation as Landlord may reasonably require under the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Workcircumstances. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) deliver as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution Plans to Landlord in accordance with at the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit conclusion of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewithInitial Improvements. Tenant shall pay to Landlord a fee for supervising the construction of the Initial Improvements, which fee shall be responsible for all applicable state sales or use taxes, if any, payable equal to the out-of-pocket expenses incurred by Landlord in connection with Tenant’s Work and Landlord’s Contributionsuch supervision.

Landlord’s Contribution. Section 43.01. Supplementing the provisions of Article 9 and Article 42 hereof, provided that Tenant shall not then be in monetary default or in default of a material obligation under this Lease beyond applicable notice and cure periods, Landlord shallshall (subject to, and in accordance with, the manner hereinafter set forthprovisions of this Article) contribute an amount, contribute not to exceed in aggregate (including soft costs), the lesser of (i) the actual cost of Tenant’s Work or (ii) $1,698,800.00 (calculated on the basis sum of $40.00 per rentable square foot of the Relocation Premises260,968.00 ("Landlord's Contribution") (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural performing Tenant's Work to prepare the portion of the Demised Premises located on the eighth (8th) floor for Tenant's initial occupancy, but not any costs associated with the design and engineering drawingsconstruction of a staircase connecting the seventh (7th) and eighth (8th) floors of the Demised Premises. Tenant shall deliver to Landlord evidence of the expenses incurred in the installation and construction of Tenant's Work, furnituresuch as paid invoices, fixtures and equipmentreceipted bills, permitting costs, cabling, wiring and moving costs, signage, thirdor cancelled checks to the contractors or sub-party legal fees and consulting costs incurred by Tenant contractors employed in the performance of said Tenant’s 's Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay the cost The evidence of the work shown on each Requisition submitted by Tenant expenses incurred with respect to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For labor and materials theretofore performed and incorporated into the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Demised Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentationallocated as follows: (i) an application expenses with respect to "soft costs" (which shall be defined herein to mean all costs, fees and charges for payment permits and sworn statement of contractor substantially licenses and any architectural, engineering and design consulting and construction management fees incurred in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; connection with Tenant's Work), and (ii) a certification from an AIA architect substantially in the form amount of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; "hard costs" (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover be defined herein to mean all costs and expenses of labor, materials and supplies incurred in connection with Tenant’s Work 's Work, including, without limitation, carpeting). The terms "soft costs" and "hard costs" shall specifically exclude any expenses for which disbursement is being requested the purchase or installation of moveable communications equipment, moveable computer equipment, furniture and all other statements art work and forms required for compliance Landlord shall have no obligation to make any Landlord's Contribution with respect to such items. Landlord's obligation to pay Landlord's Contribution toward soft costs in connection with the mechanics’ lien laws Tenant's Work shall not exceed seventeen percent (17%) of Landlord's Contribution disbursed. Tenant shall provide a reasonable initial estimate (the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv"Initial Estimate") a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s 's Work, and prior which Initial Estimate may be reasonably updated from time to final disbursement of Landlord’s Contributiontime. Landlord shall reimburse Tenant, or in the event Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans use one of the Tenant’s Workcontractors on Landlord's then approved list, and (5) shall make payment to such contractor, in the certification of Tenant’s architect same proportion that Tenant’s Work has been installed in a good and workmanlike manner in accordance with Landlord's Contribution bears to the Tenant’s PlansInitial Estimate, and in accordance with applicable lawsas reasonably updated from time to time, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution not more often than one (1) time per month. Notwithstanding anything herein , for the expenses incurred in performing Tenant's Work to the contrary, Landlord extent that such expenses do not exceed Landlord's Contribution and subject to a 10% holdback. Such reimbursement shall be made as the performance of Tenant's Work progresses within thirty (30) days of receipt of evidence of such expenses. Provided that Tenant shall not then be obligated in default under this Lease beyond the expiration of applicable notice and cure period, within thirty (30) days following the last to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a occur of: (v) Tenant's request for payment of the entire final installment of Landlord’s Contribution to Landlord 's Contribution, (w) completion of Tenant's Work in accordance with the provisions contained of this Lease, (x) the certification of Tenant's architect that the same has been completed in a good and workmanlike manner, to the satisfaction of Tenant's architect, substantially in accordance with Tenant's plans and specifications and in compliance with all governmental permits, (y) delivery by Tenant to Landlord of waivers of lien from all contractors desiring final payment for all work performed by such Contractors and (z) delivery by Tenant to Landlord of "as built" drawings with respect to Tenant's Work, the balance of Landlord's Contribution which has not been previously disbursed shall be disbursed to much contractor, or Tenant, am the came may be. Landlord Shall be entitled to deduct from Landlord's Contribution the supervisory fee referred to in Article 9 of this Section II (D) Lease, if any. Notwithstanding the foregoing, if Landlord has not received, on or before January 1, 1994, a request from Tenant in accordance with the date that is twelve (12) months after provisions of this Article 43 for payment of all or any portion of the Relocation DateLandlord's Contribution, any unused amount shall accrue to the sole benefit of then, at Landlord's option, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant Landlord shall be responsible for all applicable state sales or use taxes, if any, payable in connection relieved of any further obligations with Tenant’s Work respect to Landlord's Contribution and shall credit any unpaid Landlord’s Contribution's Contribution against the monthly installments of Fixed Rent and additional rent next due under the Lease.

Landlord’s Contribution. Landlord shallSubject to the provisions of Article 5 of this Lease, in Tenant agrees to perform the manner hereinafter set forth, contribute initial work and installations required to make the lesser of (i) Demised Premises suitable for the actual cost conduct of Tenant’s Work or 's business. Tenant agrees to deliver to landlord, for Landlord's approval the plans and specifications for Tenant's initial work within thirty (ii30) $1,698,800.00 (calculated on days from the basis date hereof. Landlord agrees to contribute up to the sum of $40.00 per rentable square foot of the Relocation Premises148,500.00 (Landlord's Contribution") (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards toward the cost of architectural such work, which shall be only for hard costs, design and engineering drawingscosts, furniturefurniture (including built-in furniture and fixtures, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees expenses and consulting excluding all other soft costs incurred which shall be paid for by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay to Tenant, from time to time, but not more often that once a month, ninety (90%) percent of the cost of the work shown on each Requisition submitted requested by Tenant theretofore performed by the contractor, provided Tenant delivers to Landlord within twenty-five (25) days concurrently with its request, receipted bills of Landlord’s receipt thereof. For the purposes hereofcontractor involved approved by Tenant, a “Requisition” shall mean written documentation showing in reasonable detail certificate by Tenant's architect that such bills have been approved and the costs work or materials evidenced by such bills have been satisfactorily performed or delivered and a waiver of mechanic's lien signed by the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory contractor with respect to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. paid as evidenced by the receipted xxxx, such payment to be made to Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a within ten (10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of Tenant's request together with the following aforesaid documentation: . Within ten (i10) an application for payment and sworn statement of contractor days after Landlord receives a certificate from Tenant's architect stating that Tenant's work has been substantially completed, that the same has been performed in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with all applicable Governmental Requirements and the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) approved plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request delivery to disburse from Tenant containing an approval by Tenant Landlord of the final "sign-off" letters and equipment use permits (as necessary) for all work done and a good faith estimate performed from the applicable municipal authorities, Landlord shall pay to Tenant the aggregate of the ten (10%) percent sums retained by Landlord. Landlord shall have no obligation or responsibility to pay any cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement 57 exceeding the amount of Landlord’s 's Contribution. If the amount Tenant expends for the cost exceeds the amount of Landlord's Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans be responsible for the payment to the contractors of the Tenant’s Work, and (5) excess. If said amount is less than the certification amount of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary's Contribution, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation pay such difference to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewithTenant. Tenant shall be responsible for indemnify and hold Landlord harmless from and against any and all applicable state sales or use taxesclaims, if any, payable costs and expenses in connection with Tenant’s Work and such work exceeding the amount of Landlord’s 's Contribution.

Landlord’s Contribution. Subject to the provisions of Article 5 of this Lease, and except for the work to be performed by Landlord shallpursuant to Section 2.02, in Tenant agrees to perform the manner hereinafter set forth, contribute initial work and installations required to make the lesser of (i) Demised Premises suitable for the actual cost conduct of Tenant’s Work or 's business. Tenant agrees to deliver to Landlord, for Landlord's approval the plans and specifications for Tenant's initial work no later than thirty (ii30) $1,698,800.00 (calculated on days following the basis Commencement Date. In addition to the work to be performed by Landlord pursuant to Section 2.02 of this Lease, Landlord agrees to contribute up to the sum of $40.00 per rentable square foot of the Relocation Premises3,640,000 (Landlord's Contribution") (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards toward the cost of architectural such work, which shall include hard and engineering drawings, furniture, fixtures and equipment, permitting soft costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay to Tenant, from time to time, but not more often that once a month, ninety (90%) percent of the cost of the work shown on each Requisition submitted (such cost shall include any hold-back to the contractor) requested by Tenant theretofore performed by the contractor, provided Tenant delivers to Landlord within twentyconcurrently with its request, receipted bills (including any contractor's hold-five (25back) days of Landlord’s receipt thereof. For the purposes hereofcontractor involved approved by Tenant, a “Requisition” shall mean written documentation showing in reasonable detail certificate by Tenant's architect that such bills have been approved and the costs work or materials evidenced by such bills have been satisfactorily performed or delivered and a waiver of mechanic's lien signed by the Tenant’s Work then installed by Tenant in contractor with respect to the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully amount paid. Landlord shall have the right, upon reasonable advance notice to Tenantif any, to inspect Tenant’s books and records relating such contractor for the immediately preceding month, or prior payment, as evidenced by the receipted xxxx, such payment to each Requisition in order be made by Landlord to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a within ten (10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of Tenant's request together with the following aforesaid documentation: . Within ten (i10) an application for payment and sworn statement of contractor days after Landlord receives a certificate from Tenant's architect stating that Tenant's work has been substantially completed, that the same has been performed in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with all applicable Governmental Requirements and the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) approved plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request delivery to disburse from Tenant containing an approval by Tenant Landlord of the final "sign-off" letters and equipment use permits (as necessary) for all work done and a good faith estimate performed from the applicable municipal authorities, Landlord shall pay to Tenant the aggregate of the ten (10%) percent sums retained by Landlord. Landlord shall have no obligation or responsibility to pay any cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement exceeding the amount of Landlord’s 's Contribution. If the amount Tenant expends for the cost exceeds the amount of Landlord's Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans be responsible for the payment to the contractors of the Tenant’s Work, and (5) excess. If said amount is less than the certification amount of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary's Contribution, Landlord shall not be obligated to disburse pay such difference to Tenant. Tenant shall indemnify and hold Landlord harmless from and against any portion and all claims, costs and expenses in connection with such work exceeding the amount of Landlord’s Contribution during 's Contribution. Notwithstanding the continuance foregoing provisions of an uncured Default this Article 37, if this Lease shall be terminated by Tenant under the Leasereason of tenant's default hereunder, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue addition to the sole benefit of Landlorddamages set forth in Section 16.06, it being understood that Tenant Landlord shall not be entitled to any creditrecover from Tenant the unamortized amount of Landlord's Contribution, abatement or other concession in connection therewith. Tenant shall be responsible for all applicable state sales or use taxes, determined on the basis that the then remaining term of this Lease (as if any, payable in connection with Tenant’s Work and Landlord’s Contributionthis Lease had not terminated) bears to the initial term of this Lease.

Landlord’s Contribution. Subject to the provisions of Article 5 of this Lease, and except for the work to be performed by Landlord shallpursuant to Section 2.02, in Tenant agrees to perform the manner hereinafter set forth, contribute initial work and installations required to make the lesser of (i) Demised Premises suitable for the actual cost conduct of Tenant’s Work or 's business. Tenant agrees to deliver to Landlord, for Landlord's approval the plans and specifications for Tenant's initial work within sixty (ii60) $1,698,800.00 days following the Commencement Date (calculated on the basis "initial work"). Landlord agrees to contribute up to the sum of $40.00 per rentable square foot of the Relocation Premises525,000.00 ("Landlord's Contribution") (“Landlord’s Contribution”) towards the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards toward the cost of architectural such work, which shall include hard and engineering drawings, furniture, fixtures and equipment, permitting soft costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in the performance of Tenant’s Work. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay to Tenant, from time to time, but not more often that once a month, ninety (90%) percent of the cost of the work shown on each Requisition submitted requested by Tenant theretofore performed by the contractor, provided Tenant delivers to Landlord within twenty-five (25) days concurrently with its request, receipted bills of Landlord’s receipt thereof. For the purposes hereofcontractor involved approved by Tenant, a “Requisition” shall mean written documentation showing in reasonable detail certificate by Tenant's architect that such bills have been approved and the costs work or materials evidenced by such bills have been satisfactorily performed or delivered and a waiver of mechanic's lien signed by the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory contractor with respect to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. paid as evidenced by the receipted xxxx, such payment to be made to Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a within ten (10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of Tenant's request together with the following aforesaid documentation: . Within ten (i10) an application for payment and sworn statement of contractor days after Landlord receives a certificate from Tenant's architect stating that Tenant's work has been substantially completed, that the same has been performed in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with all applicable Governmental Requirements and the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) approved plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change ordersdelivery to Landlord, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant applicable, of the final "sign-off" letters and equipment use permits (as necessary) for all work done and a good faith estimate of performed from the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrarymunicipal authorities, Landlord shall not be obligated pay to disburse Tenant the aggregate of the ten (10%) percent sums retained by Landlord. Landlord shall have no obligation or responsibility to pay any portion cost exceeding the amount of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured's Contribution. If the amount Tenant does not submit a request expends for payment of the entire Landlord’s Contribution to Landlord in accordance with cost exceeds the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord's Contribution, it being understood that Tenant shall not be entitled to any credit, abatement or other concession in connection therewith. Tenant shall be responsible for the payment to the contractors of the excess. If said amount is less than the amount of Landlord's Contribution, Landlord shall apply such difference to the payment of minimum rent as and when the same would otherwise become due and payable under this Lease. Tenant shall indemnify and hold Landlord harmless from and against any and all applicable state sales or use taxesclaims, if any, payable costs and expenses in connection with Tenant’s Work and such work exceeding the amount of Landlord’s 's Contribution.

Landlord’s Contribution. Landlord shall, in the manner hereinafter set forth, shall contribute an amount equal to the lesser of (i) the actual total cost of Tenant’s Work the Improvements, Plans and Change Orders, or (ii) $1,698,800.00 (calculated on the basis of $40.00 25.00 per rentable square foot of in the Relocation 10th Floor Premises) , i.e. $289,925.00 (the lesser amount is the “Landlord’s Contribution”) towards to be applied toward the costs of designing and constructing Tenant’s Work. Tenant shall be entitled to use up to $424,700.00 (i.e., $10.00 per rentable square foot of the Relocation Premises) of Landlord’s Contribution towards the cost of architectural and engineering drawings, furniture, fixtures and equipment, permitting costs, cabling, wiring and moving costs, signage, third-party legal fees and consulting costs incurred by Tenant in for the performance of Tenant’s WorkImprovements, Plans and Change Orders. Provided no Default of Tenant exists at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution, Landlord shall pay If the cost of the work shown on each Requisition submitted by Tenant to Landlord within twenty-five (25) days of Landlord’s receipt thereof. For Improvements, Plans and Change Orders exceeds the purposes hereof, a “Requisition” shall mean written documentation showing in reasonable detail the costs of the Tenant’s Work then installed by Tenant in the Premises. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous Requisitions has been fully paid. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant shall submit Requisition(s) no more often than monthly. Landlord’s Contribution, less a 10% retainage (which retainage shall be payable as part of the final draw), shall be paid to the general contractor that performs Tenant’s Work, in periodic disbursements within twenty-five (25) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment found in AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Relocation Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing Tenant’s Work; (v) plans and specifications for Tenant’s Work, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Building, Property and Relocation Premises; (vi) copies of all construction contracts for Tenant’s Work, together with copies of all change orders, if any; and (vii) a request to disburse from Tenant containing an approval by Tenant of the work done and a good faith estimate of the cost to complete Tenant’s Work. Upon completion of Tenant’s Work, and prior to final disbursement of Landlord’s Contribution, Tenant shall furnish Landlord with: (I) general contractor and architect’s completion affidavits, (2) full and final waivers pay all of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Tenant’s Work, and (5) the certification of Tenant’s architect that Tenant’s Work has been installed in a good and workmanlike manner in accordance with the Tenant’s Plans, and in accordance with applicable laws, codes and ordinancessuch excess costs. In no event shall Landlord be required to disburse Landlord’s Contribution more than one (1) time per month. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of Landlord’s Contribution during the continuance of an uncured Default by Tenant under the Lease, and Landlord’s obligation to disburse shall only resume when and if such Default is cured. If Tenant does not submit a request for payment of the entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (D) on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall not be entitled to any creditLandlord’s Contribution until after Landlord has received (a) all invoices, abatement or (b) evidence satisfactory to Landlord that the work covered by such invoices has been completed in a satisfactory manner, (c) all necessary lien waivers and sworn affidavits, (d) marked reproducible copies of the originally approved Plans showing all substantial changes made in constructing the Improvements during such period from the Plans as originally approved, (e) such other concession in connection therewithdocumentation as Landlord may reasonably require under the circumstances. Tenant shall deliver reproducible as-built Plans to Landlord at the conclusion of Improvements. Following completion of the Improvements and Tenant’s compliance with all of the terms herein, Landlord’s Contribution will be responsible provided to Tenant in the form of a monthly Rent credit, amortized evenly over the remaining Term of the Lease. EXHIBIT D LEASE GUARANTY The undersigned (“Guarantor”) in consideration of, and in order to induce X.XXXXXXX-LANDMARK TOWERS LLC, INEICHEN-LANDMARK TOWERS LLC, PLASTIC-LANDMARK TOWERS LLC, CATTANEO-LANDMARK TOWERS LLC, DND-LANDMARK TOWERS LLC, XXXXXXX-LANDMARK TOWERS LLC, XXXXXXX-LANDMARK TOWERS LLC, XXXXXX-LANDMARK TOWERS LLC, XXXXXXXXXX-LANDMARK TOWERS LLC, XXXXXX-LANDMARK TOWERS LLC, XXXXXXX-LANDMARK TOWERS LLC, XXXXXXXXXXX-LANDMARK TOWERS LLC, PAREDERO-LANDMARK TOWERS LLC, XXXXXXX-LANDMARK TOWERS LLC, SMG-LANDMARK TOWERS LLC, X. X’XXXXXXX-LANDMARK TOWERS LLC, X. X’XXXXXXX-LANDMARK TOWERS LLC, PILLSBURY-LANDMARK TOWERS LLC, XXXXX-LANDMARK TOWERS LLC, R&R-LANDMARK TOWERS LLC, SHARP-LANDMARK TOWERS LLC, XXXXX-LANDMARK TOWERS LLC, XXXXXXX-LANDMARK TOWERS LLC, VENTURI-LANDMARK TOWERS LLC, XXXXXXXXX-LANDMARK TOWERS LLC, SGB-LANDMARK TOWERS LLC, XXXXXXX-LANDMARK TOWERS LLC, AND BSITES-LANDMARK TOWERS LLC, each a Delaware limited liability company (“Landlord”), their successors and assigns, acting by and through TNPPM LANDMARK, LLC (“Agent” for Landlord), wholly-owned by TNP Property Manager, LLC to enter into the attached Agreement of Lease (“Lease”) with Green Tree Servicing LLC, a Delaware limited liability company (“Tenant”), does hereby jointly and severally unconditionally guarantee to Landlord and Landlord’s heirs, successors and assigns the payment of rent and the performance of all obligations expressed as to be performed by Tenant under the terms and provisions of the Lease, including payment of damages for any breach of the Lease, and any liability of Tenant accruing under the Lease for any period preceding as well as any period following the Term of the Lease (collectively, the “Lease Obligations”). Guarantor’s obligation under this Guaranty shall extend through the Term of the Lease, and any renewals, extensions or holdovers thereof, and shall be binding upon Guarantor’s heirs, successors and assigns. Whether or not any existing relationship between the Guarantor and Tenant has been changed or ended and whether or not this Guaranty has been revoked, Landlord may, but shall not be obligated to, enter into transactions resulting in the modification, creation or continuance of the Lease Obligations, without any consent or approval by Guarantor and without any notice to Guarantor. The liability of Guarantor shall not be affected or impaired by any of the following acts or things (which Landlord is expressly authorized to do, omit or suffer from time to time, both before and after revocation of this Guaranty): (i) any one or more extensions or renewals of the Lease Obligations (whether or not for longer than the original period) or any modification of the contractual terms applicable state sales to the Lease Obligations; (ii) any waiver or use taxesindulgence granted to Tenant, if anyany delay or lack of diligence in the enforcement of the Lease Obligations, payable or any failure to institute proceedings, me a claim, give any required notices or otherwise protect any other person liable in respect of any of the Lease Obligations; (iii) the assertion by Landlord of any right or remedy available under the Lease, including without limitation the termination thereof; (iv) any full or partial release of, settlement with, or agreement not to xxx, Tenant or any other guarantor or other person liable in respect of any of the Lease Obligations; or (v) any release or discharge of Tenant in any creditor, receivership, bankruptcy or other proceeding; the impairment, limitation or modification of any liability of Tenant or remedy against Tenant in any such proceeding; or the rejection, disaffirmance, disallowance or the like of the Lease or this Guaranty in any such proceeding. Notwithstanding anything contained herein to the contrary, by acceptance of this Lease Guaranty, Landlord acknowledges that Landlord must first exhaust or pursue Landlord’s remedies available under the Lease, before Landlord proceeds directly, and recovers, against the Guarantor. Guarantor hereby waives notice of acceptance hereof, or any action taken or omitted in reliance hereof, or of any default of Tenant under the Lease. Guarantor will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation available to Guarantor against any person liable for payment of the Lease Obligations, or as to any collateral security therefor, unless and until all of the Lease Obligations shall have been fully paid and discharged. Guarantor jointly and severally agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by Landlord in connection with Tenant’s Work and Landlord’s Contribution.the protection, defense or enforcement of this Guaranty. GREEN TREE INVESTMENT HOLDINGS II LLC, a Delaware limited liability company By: Name: Its: EXHIBIT E TEMPORARY SPACE