Common use of Landlord’s Contribution Clause in Contracts

Landlord’s Contribution. Landlord shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Request.

Landlord’s Contribution. Landlord shall shall, in the manner hereinafter set forth, contribute rent abatements up to the total amount lesser of ONE HUNDRED FIFTY THOUSAND DOLLARS (i) the actual cost of Tenant’s Work or (ii) $150,000.001,698,800.00 (calculated on the basis of $40.00 per rentable square foot of the Relocation Premises) (“Landlord’s Contribution”) on account 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 cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to Tenant only as follows: (iRelocation Premises) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement towards the cost of one or more monthly installments 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 Base Rent 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 (each 25) days of Landlord’s receipt thereof. For the purposes hereof, a “Contribution Request”); (ii) each Contribution Request Requisition” shall include 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 has actually 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 contractors 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 other relevant professionals an amount at least equal to the amount sought sworn statement of contractor substantially in the Contribution Request 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 connection with constructionthe form of the Architect’s Certificate for Payment found in AIA Document G702, design Application and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”)Certificate of Payment; (iii) unless a Contribution Request Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Tenant’s Work for which disbursement is disputed by 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 within ten (10) days from receipt by or Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to 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 addition 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 foregoingwork 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: (AI) Tenant shall be limited to no more than three general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) contribution requests per year; receipted bills covering all labor and materials expended and used, (B4) each Contribution Request shall be in an amount not less than the lesser as-built plans of the remaining unused 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 Base Rent payable for one entire Landlord’s Contribution to Landlord in accordance with the provisions contained in this Section II (1D) month and on or before the date that is twelve (12) months after the Relocation Date, any unused amount shall specify how accrue to the sole benefit of Landlord, it being understood that Tenant intends shall not be entitled to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent any credit, abatement or other concession in connection therewith. Tenant shall be applied to whole months responsible for all applicable state sales or use taxes, if any, payable in connection with Tenant’s Work and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution RequestLandlord’s Contribution.

Landlord’s Contribution. Landlord Tenant shall contribute rent abatements up be entitled to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account of a landlord contribution toward the cost of refurbishing preparing the Leased Premises including design for Tenant’s use and engineering costs. Landlord’s Contribution occupancy and the construction of alterations and improvements therein in the amount of $3,408,910.00 (the “Landlord Contribution”), which shall be available applied to the construction of the Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion Improvements in accordance with the terms of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord this Work Letter. Provided and on condition that Tenant has actually paid to contractors is not in material default beyond applicable notice and other relevant professionals an amount cure periods at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlordtime of application, Tenant shall be entitled to abatement apply any unused portion of Base the Landlord’s Contribution as a credit against Rent monthly installment(s) first payable due under the Lease as amended by the Amendment. Tenant is not less than required to use any portion of the Landlord Contribution toward the Tenant Improvements, and may apply any portion of the Landlord Contribution toward either the Tenant Improvements or toward credit against Rent due under the Lease, at Tenant’s sole discretion. Should Landlord fail to disburse the Landlord Contribution as required herein, Tenant shall have the right to elect, by written notice to Landlord within thirty (30) days from submission after such default, to offset against monetary obligations owed by Tenant under the Lease, as amended by the Amendment, in the amount that Landlord was obligated to but did not disburse. Except as otherwise provided in this Work Letter or Section 4(a) of such Contribution Request the Amendment, in no event shall Landlord be obligated to Landlord; make disbursements pursuant to this Work Letter (ivi) in addition a total amount which exceeds the Landlord’s Contribution, or (ii) if Tenant fails to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused pay any portion of Landlord’s Contribution and the Base Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) any “Over-Allowance Amount,” as that term is defined in Section 4.2.2 of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestthis Work Letter.

Landlord’s Contribution. Landlord shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account of the cost of refurbishing Tenant's work for the Leased New Premises including design an improvement allowance ("Allowance") in an amount equal to $300,000.00. Any and engineering costs. Landlord’s Contribution all costs associated with Tenant's work in excess of such Allowance shall be available paid by Tenant. The Allowance shall be paid directly to Tenant only as follows: (i) reimbursement to it for such costs actually paid by Tenant, as further specified below. Payments by Landlord shall be made not more often than monthly and shall be made on the basis of billxxxx xxx work completed which are approved and paid by Tenant shall submit and submitted to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include together with evidence reasonably satisfactory to Landlord that of completion of the work for which the billing is submitted and Tenant's prior payment thereof. For each such billing, Landlord shall pay to Tenant as reimbursement to it a fraction of the full amount of such billing previously paid by Tenant of which $300,000.00 is the denominator and the total cost of the Tenant Improvements is the numerator (but in no event more than the aggregate sum of $300,000.00 as and for the Allowance) , each payment to be made within twenty (20) days after presentation to Landlord of the following (a) A certificate of Tenant's general contractor showing the portion of Tenant's work which has actually paid to contractors and other relevant professionals an amount at least equal theretofore been completed pursuant to the amount sought in the Contribution Request in connection with construction, design approved plans and specifications or other service evidence satisfactory to Landlord specifying the portion of the improvements theretofore completed pursuant to the approved plans and materials directly related specifications. (b) Evidence of prior payment by Tenant of the full amount of such billing. (c) Partial waivers to date of all mechanic's and necessary materialmen's liens of any kind (which may be conditional upon payment as to the work currently invoiced but shall be unconditional as to all previously invoiced work) in connection with the Expansion Project form and substance satisfactory to Landlord. (“Refit Expenses”); (iiid) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt Any other documentation reasonably required by Landlord, . Landlord shall withhold ten percent of the Allowance until completion of all of Tenant's work and 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 its contractors or subcontractors. The cost of any change orders shall be paid by Tenant without any reimbursement to the extent the cost thereof is not included within the Allowance. Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused liable for that portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestall taxes levied against its improvements.

Landlord’s Contribution. Landlord shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account of the cost of refurbishing the Leased Premises including design Tenant's Work an improvement allowance ("Allowance") in an amount equal to Five Hundred Thousand Dollars ($500,000). Any and engineering costsall costs associated with Tenant's Work in excess of such contribution shall be paid by Tenant. Landlord’s Contribution 's contribution shall be available paid on behalf of Tenant directly to Tenant's architect or Tenant's general contractor as the case may be. Payments by Landlord shall be made not more often than monthly and shall be made on the basis of billxxxx xxx work completed which are approved by Tenant only as follows: (i) Tenant shall submit and submitted to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include together with evidence reasonably satisfactory to Landlord of completion of the work for which the billing is submitted. Payments to Tenant's general contractor shall be made on a percentage of work completed basis (that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with constructionis, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlordfor example, upon completion of 20% of Tenant's total work Tenant shall be entitled to abatement 20% of Base Rent monthly installment(sLandlord's contribution to the cost of such work) first payable not less than thirty pursuant to the standard procedures for percentage of completion disbursements using forms adopted by the American Institute of Architects or other procedures required by Landlord, each payment to be made within twenty (3020) days from submission after presentation to Landlord of the following: (a) A certificate of Tenant's general contractor showing the percentage of Tenant's work which has been completed pursuant to the approved plans and specifications, or other evidence satisfactory to Landlord that the specified percentage of the improvements have been completed pursuant to the approved plans and specifications. (b) Evidence of payment by Tenant of the portion, if any, of such Contribution Request progress payment to Landlord; be made by Tenant. (ivc) Partial waivers to date of all mechanic's and materialmen's liens of any kind (which may be conditional upon payment as to the work currently invoiced but shall be unconditional as to all previously invoiced work) in addition form and substance satisfactory to Landlord and Landlord's construction lender. (d) Any other documentation reasonably required by Landlord. Before commencement of Tenant's construction, the total cost of construction, and Landlord's contribution as a percentage of such total cost ("Landlord's Percentage"), shall be determined by Landlord, with the total job cost as the denominator and Landlord's contribution as the numerator. In no event shall any payment to Tenant's architect or any construction progress payment by Landlord exceed Landlord's Percentage of the total progress billing submitted by Tenant's contractor. Landlord shall withhold ten percent of the Allowance until completion of all of Tenant's work and 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 its contractors or subcontractors. The cost of any change orders shall be paid by Tenant to the foregoing: (A) extent the cost thereof is not included within the Allowance. If any change order materially changes the total cost of construction, Landlord's Percentage shall be redetermined by Landlord and Landlord's disbursements shall thereafter be made in such amounts that the aggregate Landlord's disbursements do not exceed the aggregate amount required under the 39 foregoing procedure. Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused liable for that portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestall taxes levied against its improvements.

Landlord’s Contribution. A. Subject to and in accordance with the terms of this Section 15, Landlord shall contribute rent abatements up to the total an amount ("Landlord's Contribution") of ONE HUNDRED FIFTY THOUSAND DOLLARS Twenty Nine Dollars ($150,000.0029.00) (“Landlord’s Contribution”) on account per square foot of Total Rentable Area of the Premises towards the cost of refurbishing Tenant's Work, inclusive of all architectural and design costs. Up to five dollars ($5.00) per square foot of Total Rentable Area of the Leased Premises including design may be spent on architectural and engineering drawings, construction management fees, wiring/cabling expenses and moving costs. Landlord’s Contribution shall be available to Provided that Tenant only is not in default (beyond any applicable grace periods) under the terms of the Lease as follows: (i) of the time that Tenant shall submit submits to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent any Requisition (as hereinafter defined), Landlord shall pay Landlord's Contribution to Tenant by the twentieth (20th) day of each month so long as Tenant shall have submitted to Landlord, by the twenty-eighth (28th) day of the prior month, applications for payment and requisitions of Tenant and Tenant's architect and contractor(s) (each using AIA requisition from G-702) for Tenant's Work performed to date (collectively, "Requisition"). Each Requisition shall be marked "Approved for Payment" and countersigned by Tenant and Tenant's architect and contractor(s) and shall be accompanied by written lien waivers for the portions of Tenant's Work paid to date and a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory complete description of Tenant's Work theretofore completed. B. Tenant shall, upon completion of Tenant's Work, provide to Landlord that a reasonably detailed statement of all costs and expenses incurred or paid by Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Tenant's Work. Any unused portion of Landlord's Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled paid to abatement of Base Rent monthly installment(s) first payable not less than Tenant within thirty (30) days from of the submission by Tenant to Landlord of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Request.statement. TENANT CONSTRUCTION WORK AT 890 XXXXXX XXXXXX, XXXXXXX, XX RULES AND REGULATIONS

Landlord’s Contribution. (a) Landlord shall shall, in the manner hereinafter set forth, contribute rent abatements up to $7.00 per rentable square foot of the total Premises per annum, which amount shall be prorated to reflect the number of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) months remaining in the Term following the applicable Rent Commencement Date for each Portion of the Premises (“Landlord’s Contribution”) on account of towards the cost of refurbishing the Leased initial leasehold improvements to be installed by Tenant in the Premises including design (“Tenant’s Work”). If the Rent Commencement Date for Premises A occurs on October 1, 2017, then the Landlord’s Contribution for Premises A will be $977,077.75, and engineering costsif the Rent Commencement Date for Premises B occurs on September 1, 2019, then the Landlord’s Contribution for Premises B will be $369,792.78. In addition, Landlord shall contribute up to One Hundred Twenty-Six Thousand Five Hundred Sixty and 00/100 Dollars ($126,560.00) (i.e. $5.00 per rentable square foot of the Premises) (“Landlord’s Demolition Contribution”) toward Tenant’s demolitions costs associated with Premises A and Premises B. Landlord shall pay for the cost of Tenant’s space planning costs in an amount not to exceed Two Thousand Five Hundred Thirty-One and 20/100 Dollars ($2,531.20) (“Space Planning Allowance”). Tenant’s Work shall be performed in accordance with Articles 12 and 13 hereof. In the event that Landlord’s Contribution shall not be available sufficient to complete Tenant’s Work, Tenant only as follows:shall pay the excess costs. (ib) Provided that Tenant shall submit to Landlord a written request to utilize a portion is not in default of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent its obligations under this Lease beyond applicable notice and cure periods at the time that Tenant submits any Requisition (as hereinafter defined) on account of Landlord’s Contribution and/or Landlord’s Demolition Contribution, Landlord shall pay the cost of the work shown on each Requisition submitted by Tenant to Landlord within thirty (each 30) days of Landlord’s receipt thereof. If Tenant is prevented from receiving payment of a Requisition based upon Txxxxx’s default, Tenant shall have the right, so long as the Lease is in full force and effect, and Tenant is in full compliance with its obligations under the Lease, to resubmit such Requisition after Tenant cures such default. For the purposes hereof, a “Contribution Request”); (ii) Requisition” shall mean written documentation showing in reasonable detail the costs of the improvements then installed by Tenant in the Premises. Following the first Requisition, each Contribution Request subsequent Requisition shall include be accompanied by evidence reasonably satisfactory to Landlord that Tenant all work covered by previous Requisitions has actually been fully paid by Txxxxx. Landlord shall have the right, upon reasonable advance notice to contractors Tenant, to inspect Tenant’s books and other relevant professionals an amount at least equal records relating to each Requisition in order to verify the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, thereof. Tenant shall be entitled to abatement of Base Rent monthly installment(ssubmit Requisition(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more often than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestmonthly.

Landlord’s Contribution. Landlord shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account of the cost of refurbishing Tenant's work for the Leased New Premises including design an improvement allowance ("Allowance") in an amount equal to $284,034.89. Any and engineering costs. Landlord’s Contribution all costs associated with Tenant's work in excess of such Allowance shall be available paid by Tenant. The Allowance shall be paid directly to Tenant only as follows: (i) reimbursement to it for such costs actually paid by Tenant, as further specified below. Payments by Landlord shall be made not more often than monthly and shall be made on the basis of billxxxx xxx work completed which are approved and paid by Tenant shall submit and submitted to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include together with evidence reasonably satisfactory to Landlord that of completion of the work for which the billing is submitted and Tenant's prior payment thereof. For each such billing Landlord shall pay to Tenant has actually paid as reimbursement to contractors and other relevant professionals it an amount at least equal to sixty-nine and one-tenth percent (69.1%) of the full amount sought of such billing previously paid by Tenant (but in no event more than the Contribution Request in connection with constructionaggregate sum of $284,034.89 as and for the Allowance), design each payment to be made within twenty (20) days after presentation to Landlord of the following: (a) A certificate of Tenant's general contractor showing the portion of Tenant's work which has theretofore been completed pursuant to the approved plans and specifications or other service evidence satisfactory to Landlord specifying the portion of the improvements theretofore completed pursuant to the approved plans and materials directly related specifications. (b) Evidence of prior payment by Tenant of the full amount of such billing. (c) Partial waivers to date of all mechanic's and necessary materialmen's liens of any kind (which may be conditional upon payment as to the work currently invoiced but shall be unconditional as to all previously invoiced work) in connection with the Expansion Project form and substance satisfactory to Landlord. (“Refit Expenses”); (iiid) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt Any other documentation reasonably required by Landlord, . Landlord shall withhold ten percent of the Allowance until completion of all of Tenant's work and 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 its contractors or subcontractors. The cost of any change orders shall be paid by Tenant without any reimbursement to the extent the cost thereof is not included within the Allowance. Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused liable for that portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestall taxes levied against its improvements.

Landlord’s Contribution. (a) As an inducement to Tenant’s entering into this Lease, Landlord shall, subject to the terms set forth in this Section, provide to Tenant a special tenant improvement allowance for the actual costs incurred with respect to the design and hard construction costs pertaining to Tenant’s Work up to a maximum aggregate amount of Six Million Five Hundred Thirty Seven Thousand Nine Hundred and 00/100 Dollars ($6,537,900.00) [$150.00 per RSF] less any past due expenses owed to Landlord by Tenant under this Lease (“Initial Allowance”). (b) Landlord shall contribute rent abatements up pay to Tenant an amount not to exceed Landlord’s Contribution to the total amount extent permitted pursuant to this Section, provided that as of ONE HUNDRED FIFTY THOUSAND DOLLARS the date on which Landlord is required to make payment thereof pursuant to this Section: ($150,000.00i) this Lease is in full force and effect, and (“ii) no Event of Default then exists. Tenant shall pay all costs of the Tenant’s Work in excess of Landlord’s Contribution”. Before Tenant submits a requisition request for any hard construction costs, Landlord agrees to fund up to fifty percent (50%) of Tenant’s early design fees from Landlord’s Contribution, with the balance of such design fees to be funded on account of a dollar for dollar basis as the cost of refurbishing the Leased Premises including design and engineering costshard construction costs are funded. Thereafter, each funded requisition for Landlord’s Contribution shall be available applied first on account of any hard construction costs and labor directly related to Tenant only as follows: the Tenant’s Work and materials delivered to the Building in connection with the Tenant’s Work, and then, second on account of any design fees. If, following the expiration of the six (i6) Tenant shall submit to Landlord a written request to utilize a portion month period following the completion of the Tenant’s Work and satisfaction of the conditions set forth in this Section, any amount of Landlord’s Contribution has not been requisitioned by Tenant, such remainder shall be retained by Landlord and Tenant shall have no further right to claim thereto. (c) Landlord shall make progress payments on account of Landlord’s Contribution to Tenant on a monthly basis, for the work performed during the previous month, less such retainage (“Retainage”) as an abatement is provided for in Tenant’s construction contract(s) and contracts for the purchase and delivery of one or more monthly installments furniture, fixtures and equipment, provided that such contracts shall require Retainage of Base Rent not less than five percent (as 5%) of the total contract price (in the aggregate) (which 5% Retainage shall not be in addition to the amounts retained under such contracts). (d) Landlord shall pay Landlord’s Proportion (hereinafter defined) (of the cost shown on each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory requisition submitted by Tenant to Landlord that Tenant until the entirety of Landlord’s Contribution has actually paid been exhausted. “Landlord’s Proportion” shall be a fraction, the numerator of which is Landlord’s Contribution and the denominator of which is the total contract price for Tenant’s Work (as evidenced by reasonably detailed documentation delivered to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection Landlord with the Expansion Project (“Refit Expenses”requisition first submitted by Tenant); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by . Landlord, Tenant ’s progress payments shall be entitled made payable directly to abatement of Base Rent monthly installment(s) first payable not less than Tenant or, upon Tenant’s written request, to Tenant’s general contractor, within thirty (30) days following the delivery to Landlord of requisitions therefor. 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. Each such requisition shall be executed by a duly authorized officer of Tenant, and shall be accompanied by (i) with the exception of the first requisition, copies of partial waivers of lien from all contractors, subcontractors, and material suppliers covering all work and materials which were the subject of previous progress payments by Landlord and Tenant, (ii) a certification from Tenant’s architect on a completed AIA Form G702, and (iii) a requisition certificate on a completed AIA Form G703. Landlord shall hold such Retainage and disburse the Retainage, or portions thereof as requisitioned by Tenant from time to time on account of subcontractors who have completed their respective portions of the job, upon submission by Tenant to Landlord of such Contribution Request to Landlord; (iv) in addition to Tenant’s requisition therefor accompanied by all documentation required under the foregoing: foregoing provisions of this Section, together with (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser proof of the remaining unused portion satisfactory completion of Landlord’s Contribution all required inspections and issuance of any required approvals, permits and sign offs for the Base Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) work of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than such subcontractor, or with respect to the last work of the Tenant’s general contractor, the Tenant’s Work, by Governmental Authorities having jurisdiction thereover (including issuance of the Certificate of Occupancy) (“Substantial Completion of Tenant’s Work”), and (B) issuance of final lien waivers by all contractors, subcontractors and material suppliers covering all of the Tenant’s Work or the portion thereof as applicable (which final lien waivers may be conditioned upon, or delivered concurrent with, payment of such Retainage). If Tenant fails to pay to Tenant’s contractors the amounts paid by Landlord to Tenant in connection with any previous requisition(s), Landlord shall thereafter have the right to have Landlord’s Contribution Requestpaid directly to Tenant’s contractors. In addition, concurrent with the final requisition for the Retainage, Tenant shall submit “as-built” plans and specifications for the Tenant’s Work. The right to receive Landlord’s Contribution is for the exclusive benefit of Tenant, and in no event shall such right be assigned to or be enforceable by or for the benefit of any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity (excepting only to a permitted assignee of this Lease pursuant to Article 17).

Landlord’s Contribution. (a) Landlord shall shall, in the manner hereinafter set forth, contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS Two Million Eight Hundred Eighty-Three Thousand Five Hundred Forty and 00/100 Dollars ($150,000.002,883,540.00) (“Landlord’s Contribution”) on account towards the hard and soft cost of Landlord’s TI Work (including, without limitation, architectural, engineering and project management fees) (collectively, the “Total Cost of Landlord’s TI Work”). If the Total Cost of Landlord’s TI Work exceeds the amount of Landlord’s Contribution, Tenant shall pay Landlord the excess amount (all such costs, “Landlord’s TI Work Cost Excess”) within twenty (20) business days after demand therefor, which demand Landlord may make at any time after the determination of Landlord’s TI Work Cost Excess. Landlord shall notify Tenant from time to time of Landlord’s good faith estimate of the cost Total Cost of refurbishing the Leased Premises including design Landlord’s TI Work and engineering costsof Landlord’s TI Work Cost Excess, and any such notice shall be accompanied by supporting documentation evidencing such cost. Landlord shall disburse from Landlord’s Contribution shall be available to Tenant only as follows: (i) Tenant shall submit to until Landlord a written request to utilize a portion has paid the entire cost of Landlord’s Contribution as an abatement TI Work or Landlord has expended the entire amount of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord’s Contribution. Any dispute between Landlord that and Tenant has actually paid to contractors and other relevant professionals an amount at least equal with respect to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related payable pursuant to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request any requisition that is disputed by Landlord not resolved within ten (10) days from receipt 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 “requisition” shall mean written documentation showing in reasonable detail the costs of the work or other improvements contracted for by Landlord, Tenant issued on AIA Form G702 (or such other form as may be reasonably acceptable to both Landlord and Tenant). Landlord shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) follow customary and prudent practices in addition to connection with the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of requisitioning and payment for Landlord’s Contribution TI Work, including, without limitation, requirements as to lien waivers and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestholdback amounts.

Landlord’s Contribution. Landlord shall contribute rent abatements up 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 the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS exceed Five Hundred Thirty-Six Thousand Nine Hundred Forty Dollars ($150,000.00536,940.00)("Landlord's Contribution"); provided, however that not more than Seventy-One Thousand Five Hundred Ninety-Two Dollars ($71,592.00) (“of Landlord’s Contribution”) on account '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 refurbishing equipment, trade fixtures, moving expenses, furniture, signage or free rent. Tenant shall pay for all costs of the Leased Premises including design and engineering costsconstruction of the Tenant Improvements in excess of Landlord's Contribution (the "Excess Cost"). Landlord’s Contribution Based on the estimated cost of the construction of the Tenant Improvements (inclusive of the applicable fees referenced above)(which estimated cost shall be available to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence mutually and reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed agreed upon by Landlord within ten (10) days from receipt and Tenant, and is referred to hereinafter as the "Estimated Costs"), the prorata share of the Estimated Costs payable by Landlord, Landlord and Tenant shall be entitled 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 abatement of Base Rent monthly installment(s) first payable not less than 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 as Tenant's payments of Tenant's Share of Costs were paid. If Tenant's Contractor constructs the Tenant Improvements, the 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 expiration of the applicable lien period or (ii) Landlord's receipt of a waiver of lien rights from submission Tenant's Contractor, subcontractors or suppliers whose invoices are applicable to the respective disbursement for, and/or on account of, the work or materials covered by such invoice. Tenant shall pay Tenant's Share of Costs directly to the contractor or suppliers involved and shall furnish to Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. Notwithstanding the foregoing, Landlord shall retain from the amount of Landlord's Contribution, as compensation to Landlord for review of the Final 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, Landlord shall retain from Landlord's Contribution, as a partial payment of the 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 a prorata basis. At such time as Landlord's Contribution Request has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to Landlord the remainder, if any, of the Construction Management Fee not yet paid to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Request.

Landlord’s Contribution. Landlord shall contribute rent abatements up provide Tenant with (i) a special allowance equal to $212,675.00 (being the total product of (x) $47.00 and (y) the Rentable Floor Area of the Second Expansion Space (being 4,525 square feet)) (the “Second Expansion Space Tenant Allowance”) and (ii) a special allowance equal to $718,920.00 (being the product of (x) $45.00 and (y) the Rentable Floor Area of the Third Expansion Space (being 15,976 square feet)) (the “Third Expansion Space Tenant Allowance”). The Second Expansion Space Tenant Allowance and the Third Expansion Space Tenant Allowance are sometimes hereinafter referred to collectively as the “Expansion Space Allowances.” Landlord shall provide Tenant with an additional allowance in the amount of ONE HUNDRED FIFTY THOUSAND DOLLARS $3,500.00 ($150,000.00) (the “Landlord’s ContributionWiring and Cabling Removal Allowance”) on account of to be utilized by Tenant towards the cost of refurbishing identifying for removal and removing certain existing wiring and cabling from the Leased Premises including design Third Expansion Space as part of the Expansion Space Work (the “Wiring and engineering costsCabling Removal Work”). Landlord’s Contribution Landlord and Tenant hereby agree to cooperate with each other in good faith to determine which wiring and cabling may be removed without impacting the base building or other tenant premises in the Building. The Expansion Space Allowances and the Wiring and Cabling Removal Allowance shall be available used and applied by Tenant solely towards the Costs (as that term is defined in Section 1.3 of Exhibit B-1 to Tenant only the Lease) of the Expansion Space Work or the Wiring and Cabling Work, as applicable, and shall be subject to all of the terms and provisions of said Section 1.3 except as follows: (i) The Second Expansion Space Tenant Allowance shall submit be made available to Landlord a written request Tenant from and after the Second Expansion Space Commencement Date and the Third Expansion Space Tenant Allowance and Wiring and Cabling Removal Allowance shall be made available to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); Tenant from and after the Third Expansion Space Commencement Date. (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant may utilize the Expansion Space Allowances towards the Costs of the Expansion Space Work in either portion of such expansion space, as long as Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with utilized a minimum of $40 per square foot of the Expansion Project (“Refit Expenses”); Space Allowance towards Expansion Space Work in each of the Second Expansion Space and the Third Expansion Space. (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled under no obligation to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser disburse any portion of the remaining unused portion Expansion Space Allowances or the Wiring and Cabling Removal Allowance for which a Requisition is received after the first anniversary of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution RequestSecond Expansion Space Commencement Date.

Landlord’s Contribution. (a) As an inducement to Tenant’s entering into this Lease, Landlord shall, subject to the terms set forth in this Section, provide to Tenant a special tenant improvement allowance for the actual costs incurred with respect to the hard and soft of design and performance of the Tenant’s Work (including without limitation, architectural and engineering fees, project management fees, signage expenses, data/telecom cabling and security) up to a maximum aggregate amount of Nine Million Two Hundred Thirty Eight Thousand Six Hundred Fifty and 00/100 Dollars ($9,238,650.00) [$150.00 per RSF] less any past due expenses owed to Landlord by Tenant under this Lease (“Initial Allowance”). (b) As a further inducement to Tenant’s entering into this Lease, upon Tenant’s written request prior to Tenant’s submission of the Final Construction Drawings to Landlord for Landlord’s approval in accordance with Section 5.2(b), Landlord shall contribute rent abatements provide an additional allowance to fund such excess costs (which costs may include, without limitation, costs in connection with design and construction costs and expenses) up to the total a maximum aggregate amount of ONE HUNDRED FIFTY THOUSAND DOLLARS One Million Two Hundred Thirty One Eight Hundred Twenty and 00/100 Dollars ($150,000.001,231,820.00) [$20.00 per RSF] less any past due expenses owed to Landlord by Tenant under this Lease (“Additional Allowance”) (the Initial Allowance and the Additional Allowance, are hereinafter referred to, singly or collectively, as the “Landlord’s Contribution”). (c) If the Additional Allowance is provided, commencing on account the Rent Commencement Date, Tenant shall pay Landlord as additional rent the monthly installment of amortization of the cost Additional Allowance actually disbursed by Landlord in an amount sufficient to fully amortize the funded amount of refurbishing the Leased Premises Additional Allowance over the unexpired portion of Base Term on a direct reduction basis payable in equal monthly installments including design interest at the annual rate of eight percent (8%). (d) Landlord shall pay to Tenant an amount not to exceed Landlord’s Contribution to the extent permitted pursuant to this Section, provided that as of the date on which Landlord is required to make payment thereof pursuant to this Section: (i) this Lease is in full force and engineering costseffect, and (ii) no Event of Default then exists. Tenant shall pay all costs of the Tenant’s Work in excess of Landlord’s Contribution. Each funded requisition for Landlord’s Contribution shall be available applied first on account of any hard construction costs and labor directly related to Tenant only as follows: (i) Tenant shall submit the Tenant’s Work and materials delivered to Landlord a written request to utilize a portion the Building in connection with the Tenant’s Work, and then, second on account of any soft construction costs or design fees. Upon the completion of the Tenant’s Work and acquisition of Tenant’s furniture, fixtures and equipment and satisfaction of the conditions set forth in this Section, any amount of Landlord’s Contribution as an abatement which has not been previously requisitioned may be applied to reimburse Tenant for out of one or more pocket relocation expenses and furniture, fixtures and equipment. (e) Landlord shall make progress payments on account of Landlord’s Contribution to Tenant on a monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to basis, for the amount sought in work performed during the Contribution Request in connection with constructionprevious month, design and or other service and materials directly related to and necessary in connection with the Expansion Project less such retainage (“Refit ExpensesRetainage”); (iii) unless a Contribution Request as is disputed by Landlord within ten (10provided for in Tenant’s construction contract(s) days from receipt by Landlordand contracts for the purchase and delivery of furniture, Tenant fixtures and equipment, provided that such contracts shall be entitled to abatement require Retainage of Base Rent monthly installment(s) first payable not less than thirty five percent (305%) days from submission of such Contribution Request to Landlord; the total contract price (ivin the aggregate) (which 5% Retainage shall not be in addition to the foregoing: amounts retained under such contracts). (Af) Landlord shall pay Landlord’s Proportion (hereinafter defined) of the cost shown on each requisition submitted by Tenant to Landlord until the entirety of Landlord’s Contribution has been exhausted. “Landlord’s Proportion” shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than a fraction, the lesser numerator of the remaining unused portion of which is Landlord’s Contribution and the Base Rent payable denominator of which is the total contract price for one Tenant’s Work (1) month and shall specify how Tenant intends as evidenced by reasonably detailed documentation delivered to apply Landlord with the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestrequisition first submitted by Tenant).

Landlord’s Contribution. Landlord shall contribute rent abatements reimburse Tenant for the costs incurred by Tenant with respect to the 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 (24) months after the Commencement Date. As used herein, “Landlord’s Contribution” shall mean $1,696,375.00 (i.e., $125.00 per rentable square foot of the Premises). At least eighty percent (80%) of the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account Contribution requisitioned by Tenant must be for hard costs incurred by Tenant, including architectural and mechanical, electrical and plumbing services. The balance of the cost Landlord’s Contribution may be applied toward soft costs, including without limitation consultant fees; the installation of refurbishing a security system; the Leased installation of furniture, fixtures and equipment; and telephone and data cabling costs. The Costs of Tenant’s Work 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 including design and engineering costsor Tenant’s interest therein. Tenant shall be entirely responsible for any excess. Landlord’s Contribution shall be available payable by Landlord to Tenant only (or, at Tenant’s election, directly to Tenant’s contractor) upon written requisition to Landlord in monthly installments, as follows: (i) 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 submit deliver to Landlord a written request, which request to utilize a portion of Landlordshall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: (i) invoices for Tenant’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”)Work covered such requisition; (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought copies of partial lien waivers or final lien waivers (in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”case of a final installment); (iii) unless a Contribution Request is disputed certificate signed by Landlord within ten the Tenant’s architect certifying that Tenant’s Work represented by the aforementioned invoices has been completed substantially in accordance with the Approved Plans; (10iv) days from receipt 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, Tenant . Landlord shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than pay each required installment within thirty (30) days from submission of such Contribution Request to Landlord; (iv) receiving the materials enumerated in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall previous sentence. Each installment by Landlord will be in an the amount not less than of Landlord’s pro-rata share based on the lesser of the remaining unused portion ratio of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requesttotal 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 retainage set forth in 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.

Landlord’s Contribution. (a) Upon completion of the Work, Tenant shall furnish Landlord with final waivers of liens and contractors’ affidavits, in such form as may be required by Landlord, Landlord’s title insurance company and Landlord’s construction lender, from all parties performing labor or supplying materials or services in connection with the Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall contribute rent abatements submit to Landlord on a monthly basis and upon completion of the Work a detailed breakdown of Tenant’s total construction costs and request for payment thereof up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS “Landlord’s Contribution” (as hereinafter defined), together with such documentation as is reasonably satisfactory to Landlord. (b) Landlord shall make a dollar contribution in the amount of Two Hundred Thirty-One Thousand Six Hundred Seventy-Five and 00/100 Dollars ($150,000.00231,675.00) (based on $37.50 per rentable square foot) (“Landlord’s Contribution”) on account of for application to the extent thereof to the cost of refurbishing the Leased Premises including design and engineering costsWork. Landlord shall disburse Landlord’s Contribution via monthly progress payments to Tenant’s contractors and other vendors, which payments shall be available to Tenant only as follows: made within thirty (i30) days following Landlord’s receipt of the payment request and upon completion of the Work. If the cost of the Work exceeds Landlord’s Contribution, Tenant shall submit have the sole responsibility for the payment of such excess cost. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution any amounts due to Landlord a written request to utilize a or its architects or engineers under this Workletter. If any portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to is not used toward the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser cost of the remaining Work or for payment of Landlord’s architects or engineers, then Landlord will afford Tenant a credit for the unused portion of Landlord’s Contribution and against the 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 Base Rent; and (C) monthly abatements next payments of Base Rent shall be applied to whole months and due from Tenant shall have under the Lease, provided that in no right to a partial abatement event will the amount of monthly Base Rent other than with respect to said credit exceed $12,356.00 (which amount is calculated based on $2.00 per square foot of the last Contribution RequestPremises).

Landlord’s Contribution. (a) Landlord shall contribute rent abatements reimburse Tenant for the aggregate and actual costs incurred by Tenant with respect to the design and performance of the Tenant’s Work (the “Cost of Tenant’s Work”) up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“the Landlord’s Contribution”, subject to the provisions hereof. Provided that this Lease is in full force and effect and there shall be no Default of Tenant under this Lease, (i) on account upon Landlord’s receipt of a certification from Tenant’s architect that at least fifty percent (50%) of the cost Tenant’s Work has been substantially completed in accordance with the Plans, Landlord shall, within sixty (60) days following Landlord’s receipt of refurbishing such certification, pay to Tenant toward the Leased Premises including costs of the design and engineering costsconstruction 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 Substantial Completion Deliverables, Landlord agrees to pay to Tenant toward the costs of the design and construction of the Tenant’s Work an amount equal to the undisbursed portion of the Landlord’s Contribution. Notwithstanding the foregoing, (x) 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 as an assurance that such punch-lists items will be properly completed, (y) if the actual Cost of Tenant’s Work is an amount less than the amount of the Landlord’s Contribution, then Landlord shall only be obligated to disburse to Tenant the amount of such actual Cost of Tenant’s Work and shall not be obligated to disburse the remaining amount of the Landlord’s Contribution in excess of the actual Cost of Tenant’s Work, and (z) if the actual Cost of Tenant’s Work exceeds the amount of the Landlord’s Contribution, then Tenant (and not Landlord) shall be available to Tenant only as follows:solely responsible for payment of the amount of such excess. (ib) Tenant shall submit to Landlord a written request to utilize a Any portion of Landlord’s Contribution as an abatement of one which has not been applied on or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to before the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the Base Rent payable for one (1) month and shall specify how Tenant intends to apply year anniversary of the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent Commencement Date shall be applied to whole months deemed forfeited by Tenant and Tenant Landlord shall have no right to a partial abatement of monthly Base Rent other than further obligation with respect to the last Contribution Requestthereto.

Landlord’s Contribution. a. Landlord shall contribute rent abatements up provide to Tenant a Tenant Improvements allowance of $500,000 (the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s ContributionTenant Improvements Allowance”) on account as provided in this Paragraph 5 of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to Tenant only as follows: which (i) $156,250 shall be used to fund Tenant’s obligation to provide the Security Deposit as provided for in Section 8 of the Lease, (ii) and the $343,750 balance of which shall be used by Tenant to pay for Tenant Improvements. If Landlord fails to provide all or any part of the Tenant Improvements Allowance, and as a result Tenant pays for Tenant Improvements from its own funds, Tenant shall have the right to set off such amount or amounts from its obligations for Base Rent under the Lease. b. Tenant shall enter into all contracts for the construction of the Tenant Improvements in its own name. c. Tenant shall deliver to Landlord upon receipt all invoices for payment to its contractors for Tenant Improvements along with a certificate, in form and substance satisfactory to Landlord (the “Tenant Certificate”), that the work performed and/or materials supplied that are covered by each such invoice have been performed and/or delivered, are in accordance with the Approved Plans, are acceptable to Tenant and are approved by Tenant for payment. Upon Landlord’s request, Tenant also shall deliver partial lien waivers from all contractors whose invoices it submits covering all work performed and materials supplied through the date of each paid invoice. As soon as practicable after receipt of a Tenant Certificate and the partial lien waivers, if requested, Landlord shall pay the applicable invoice(s) out of the Tenant Improvements Allowance, but in no event will Landlord pay or be requested to pay any amount in excess of the Tenant Improvements Allowance. Tenant will pay timely all costs associated with the Tenant Improvements Allowance in excess of the Tenant Improvements Allowance. d. Upon completion of the Tenant Improvements, Tenant shall deliver to Landlord full and final waivers of liens and contractors' affidavits and statements, in such form as may be required by Landlord, Landlord's title insurance company and Landlord’s construction or permanent lender, if any, from all parties performing labor or supplying materials or services in connection with Tenant Improvements showing that all such parties have been compensated in full and waiving all liens in connection with the Premises and Building. Tenant shall submit to Landlord a written request to utilize a portion detailed breakdown of Landlord’s Contribution Tenant's total construction costs, together with such evidence of payment as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence is reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser . e. Upon completion of the remaining unused portion Tenant Improvements and Tenant’s satisfaction of Landlord’s Contribution and the Base Rent payable for one (1) month and shall specify how Tenant intends to all requirements set forth in this Agreement, Landlord will apply the Base Rent abatements balance, if any, remaining of the $343,750 component of the Tenant Improvements Allowance to upcoming monthly installment(s) of Tenant’s Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Request.

Landlord’s Contribution. (a) Provided this Lease shall be in full force and effect and no Event of Default shall have occurred and be continuing hereunder, Landlord agrees to contribute an amount which shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS not exceed One Million Four Hundred Fifty Eight Thousand One Hundred Ninety and 00/100 Dollars ($150,000.001,458,190.00) (“Landlord’s Contribution”) on account of towards the cost to be incurred by Tenant for constructing and installing Tenant’s Initial Improvements. In no event shall Landlord’s Contribution exceed the aggregate amount of refurbishing all costs and expenses actually incurred by Tenant for the Leased Premises including design and engineering costsInitial Improvements. Landlord’s Contribution shall be available applicable to Tenant only as follows:the cost of labor and materials for the Initial Improvements, and may include the “soft costs” incurred in connection with the Initial Alterations, including architectural, consulting, engineering and legal fees, provided that such “soft costs” shall not exceed thirty percent (30%) of Landlord’s Contribution. (ib) Any costs and expenses of the Initial Improvements in excess of Landlord’s Contribution shall be paid by Tenant. Tenant shall submit not be entitled to Landlord a written request receive any portion of Landlord’s Contribution if such funds are not actually expended by Tenant in the performance of the Initial Alterations or as otherwise permitted herein, nor shall Tenant have any right to utilize a apply any unexpended portion of Landlord’s Contribution as an abatement a credit against Gross Rent, or any other obligation of one Tenant hereunder. No portion of Landlord’s Contribution may be assigned by Tenant prior to the actual payment thereof by Landlord to Tenant. (c) Landlord’s obligation to pay all or more monthly installments any portion of Landlord’s Contribution to Tenant shall be expressly conditioned (i) upon Tenant performing the applicable Tenant’s Initial Improvements and submitting to Landlord a proper requisition for reimbursement in accordance with Section 7.06(d) on or before the second anniversary of the First 12th Floor Commencement Date, time being of the essence, but subject to Force Majeure, and (ii) Tenant performing, as part of the Initial Improvements the complete renovations of the 9th Floor Space, and 11th Floor Space lavatories in the Premises, which renovations shall be in compliance with all applicable Legal Requirements, including but not limited to New York City Local Law 58, as amended, and to a standard of quality comparable to new Building standard lavatory rooms or better. If Tenant fails to duly and timely requisition all or any portion of Landlord’s Contribution, then Landlord shall have no further obligation to pay such Landlord’s Contribution to Tenant and Tenant shall have no further right to request Landlord to pay such amount, provided, however, that shall Tenant have the right to take such unfunded balance of Landlord’s Contribution as a credit against the Base Rent due hereunder. (d) Provided this Lease shall be in full force and effect and no Event of Default shall exist, Landlord shall make progress payments to Tenant of Landlord’s Contribution on a monthly basis for the work performed to date and/or for materials delivered to the job site during the previous month, as hereinafter defined) described in a requisition to be delivered by Tenant to Landlord (each a “Contribution RequestRequisition”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless less a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement retainage of Base Rent monthly installment(s) first payable not less than five percent (5%) (“Retainage”) which progress payments shall be made upon completion of the work (or actual delivery of the materials) described in the contractor’s or materialman’s invoice. Landlord shall make such progress payments within thirty (30) days after receipt of a complete Requisition therefor (but not more frequently than one time per month), which Requisition shall set forth the names of each contractor, subcontractor or materialman to whom payment is due and the amount due to each of them, and shall include (i) a written certification from submission Tenant’s architect (the “Architect’s Certification”) evidencing that the portion of the Initial Improvements described in such Requisition has been substantially completed in accordance with the plans and specifications previously approved by Landlord and that all materials have actually been delivered, provided, however, that in the case of “soft costs” as described in Section 7.06(a), Tenant shall only be required to provide an invoice from such soft cost consultant in order to be reimbursed therefor pursuant hereto, (ii) copies of any invoices evidencing the work performed and/or materials delivered which are the subject of such Contribution Request to Landlord; Requisition, (iii) with the exception of the first Requisition, waivers of lien in recordable form from all contractors, subcontractors and materialmen covering all work and materials which were the subject of all previous Requisitions (but in no event shall lien waivers be required for professional service invoices for “soft costs”, and (iv) in addition with the exception of the first Requisition, copies of paid invoices covering all work and materials which were the subject of all previous Requisitions and payments by Landlord. Landlord hereby agrees to disburse the foregoing: Retainage to Tenant upon submission of a final Requisition by Tenant to Landlord, with accompanying documentation, including (A) Tenant shall be limited to no more than three (3) contribution requests per year; evidence of satisfactory completion of construction of Tenant’s Initial Improvements and the satisfactory completion of all required inspections and issuance of any required approvals and signoffs of public authorities with respect thereto, (B) each Contribution Request shall be evidence of payment in an amount not less than full for all work performed and materials delivered in connection with the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and Initial Improvements, (C) monthly abatements of Base Rent shall be applied to whole months all final lien waivers in recordable form from all contractors, subcontractors and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect materialmen who performed work and/or delivered materials to the last Contribution RequestPremises in connection with the Initial Improvements, and (D) such other evidence that the Initial Improvements have been properly completed as Landlord may reasonably require.

Landlord’s Contribution. (1) Landlord shall shall, in the manner hereinafter set forth, contribute rent abatements up to the total an amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account of the cost of refurbishing the Leased Premises including design equal to up to Twelve Million Eight Hundred Twenty Six Thousand Two Hundred and engineering costs00/100 Dollars ($12,826,200.00) towards Permitted Costs. Landlord’s Contribution Landlord shall be available under no obligation to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a apply any portion of Landlord’s Contribution for any purposes other than to pay for Permitted Costs. (2) At least Six Million Four Hundred Thirteen Thousand One Hundred and 00/100 Dollars ($6,413,100.00) of Landlord’s Contribution (“Minimum Hard Cost Contribution”) must be used to pay for Hard Costs. In addition, however, to the hard construction costs, Tenant may pay Landlord’s Construction Management Fee from the Minimum Hard Cost Contribution. (3) Provided that Tenant is not in monetary default, or material non-monetary default, of its obligations under the Lease at the time that Landlord receives any Hard Cost Requisition or Tenant Requisition, as an abatement the case may be, Landlord shall, subject to the provisions of one or more monthly installments this Section 5D: (a) with respect to Hard Costs, pay Landlord’s Share of Base Rent the amount due to each contractor performing any portion of Tenant’s Work (“Tenant Contractor”) directly to such Tenant Contractor within fifteen (15) business days after Landlord’s receipt of any Hard Cost Requisition, as hereinafter defined; and (b) (with respect to Soft Costs, pay to Tenant Landlord’s Share of the cost of the work shown on each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory Tenant Requisition submitted by Tenant to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project within fifteen (“Refit Expenses”); (iii15) unless a Contribution Request is disputed by Landlord within ten (10) business days from after Landlord’s receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to requisition. Notwithstanding the foregoing: (A) Tenant shall be limited , if Landlord refuses to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused pay any portion of Landlord’s Contribution and the Base Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) based upon a default of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant, then Tenant shall have no the right to a partial abatement resubmit its request for payment of monthly Base Rent other than such portion of Landlord’s Contribution (and Landlord shall make payment to Tenant on account of such resubmission, in accordance with respect to the last Contribution Requestprovisions of this Section 5D) on the conditions that: (i) Tenant has cured such default, (ii) Tenant is then in full compliance with its obligations under the Lease, and (iii) the Lease is then in full force and effect.

Landlord’s Contribution. Landlord agrees to disburse Landlord’s Contribution (and any excess funds as may be deposited by Tenant) for payment to Tenant’s Contractors and payment of all other costs associated with the Work as the Work progresses as follows: (a) Landlord shall contribute rent abatements up to make a dollar contribution in the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) 225,000.00 (“Landlord’s Contribution”) on account of for application to the extent thereof to the cost of refurbishing the Leased Premises including design and engineering costsWork. If the cost of the Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment of such excess cost (subject to Paragraph 4 of the Lease) to Landlord prior to commencing any Work. Tenant shall, from time to time, deposit funds in amounts sufficient to pay the costs of the Work to the extent such costs exceed $225,000 (plus any previously deposited funds). If the cost of the Work is less than Landlord’s Contribution, Tenant shall not be entitled to any payment or credit for such excess amount. Notwithstanding anything herein to the contrary, Landlord may deduct from Landlord’s Contribution shall be available to Tenant only as follows: (i) Tenant shall submit to any amounts due Landlord a written request to utilize a or its architects or engineers under this Work Letter before disbursing any other portion of Landlord’s Contribution Contribution. (b) As the Work progresses, Tenant shall submit (no more frequently than once a month) a request for disbursement accompanied by such contractor’s affidavits, tenant (owner) statements, partial and final waivers of lien, architect’s certificates and any additional documentation which may be reasonably requested by Landlord. Such submittal shall constitute Tenant’s representation that the Work performed to date is in accordance with the Approved Plans and has been done to Tenant’s satisfaction. Landlord reserves the right to inspect the status of such Work so as an abatement of one or more monthly installments of Base Rent to ensure that funds on hand (as hereinafter definedincluding Landlord’s Contribution) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory are sufficient to Landlord that Tenant has actually paid pay for the Work remaining to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary be done. If any mechanic’s lien is filed in connection with the Expansion Project Work and such lien is not released by Tenant through bonding, payment or otherwise within 30 days following notice to Tenant of the filing thereof, Landlord may use and disburse the funds to pay for the Work or remove the lien without Tenant’s consent. (“Refit Expenses”); (iiic) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by LandlordUpon completion of the Work, Tenant shall furnish Landlord with full and final waivers of liens and contractors’ affidavits and statements, in such form as may be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of reasonably required by Landlord and Landlord’s Contribution title insurance company, if any, from all parties performing labor or supplying materials or services in connection with the Work showing that all of said parties have been compensated in full and waiving all liens in connection with the Base Rent payable for one (1) month Premises and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution RequestBuilding.

Landlord’s Contribution. Landlord shall contribute rent abatements up to perform Landlord’s New Premises Work and the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS Relocation Work at Landlord’s sole cost and expense, which the parties anticipate will be Two Hundred and 00/100 U.S. Dollars ($150,000.00200.00) per rentable square foot of the New Premises or Two Million Seven Hundred Thousand and 00/100 U.S. Dollars ($2,700,000.00) (the “Landlord’s Contribution”). The Landlord’s Contribution does not include sums necessary to perform the Landlord’s Corridor Work, which shall also be performed at Landlord’s sole cost and expense. Landlord shall apply the Landlord’s Contribution to all of the actual costs incurred as part of Landlord’s New Premises Work and Relocation Work as the same become due and payable (but not to the Landlord’s Corridor Work). If the actual costs of the Landlord’s New Premises Work and Relocation Work exceeds the Landlord’s Contribution, then Landlord shall nonetheless be obligated to bear the cost therefor unless the increase in costs is due to a change requested by Tenant in writing after Tenant’s final approval or deemed approval of the Tenant’s Plans and Specifications (the “Tenant’s Changes”) on account of in which case Tenant shall be responsible for the cost of refurbishing the Leased Premises including design and engineering costsTenant’s Changes. In order for Tenant to be responsible for the cost of the Tenant’s Changes, Tenant must approve the cost of said change in advance in writing to Landlord’s Contribution shall be available to Tenant only as follows: (i) . Tenant shall submit to Landlord a written request to utilize a portion pay the cost of Landlordthe Tenant’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord Changes within ten (10) business days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of following Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestwritten request therefor.

Landlord’s Contribution. (a) Provided that no Event of Default exists, Landlord shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”Contribution (as set forth in the Basic Lease Information section of the Lease) on account as Landlord’s share of the cost of refurbishing the Leased Premises including design Leasehold Improvements and engineering Tenant shall have sole responsibility for the payment of any excess of the cost of the Leasehold Improvements over the amount of the Landlord’s Contribution. If Landlord’s Contribution exceeds the cost of the Leasehold Improvements, the excess may be used by Tenant to offset or defray moving expenses, phone/data cabling and other related costs. Tenant shall not be entitled to a credit or other payment for any portion of the Landlord’s Contribution not used prior to the first anniversary of the Commencement Date. Landlord’s Contribution payments for the Leasehold Improvements shall be available made as costs of the Leasehold Improvements are incurred based on an application for payment reasonably approved by Landlord, except that ten percent (10%) of the amount due from Landlord will be withheld by Landlord until Tenant satisfies the terms of Article 6(h) hereof, at which time such funds will be promptly released to Tenant. At any time prior to December 1, 2005, Tenant only as follows:shall have the right by written notice to Landlord to increase the amount of the Landlord’s Contribution by up to $436,645. If Tenant makes such election, monthly Base Rent payable during the initial Term of this Lease shall increase by the amount necessary to amortize the amount of the increase in the Landlord’s Contribution on a straight line basis over the remainder of the initial Term after such election using an interest rate of 9% per annum. (ib) Periodically, but not more frequently than once per month, Tenant may submit to Landlord a payment request for costs of the Leasehold Improvements incurred naming the parties to be paid and the respective amounts of such payments, which payment request shall be accompanied by a statement in writing by Tenant stating the various contracts entered into by Tenant for the Leasehold Improvements for which Tenant desires reimbursement through Landlord’s Contribution and with respect to each: the total contract price of all labor, work, services and materials; the amounts theretofore paid thereon; and the amount requested for the current disbursement, and such other documentation as Landlord shall reasonably request. Provided such documentation is submitted by the 20th day of a month, Landlord will approve or disapprove such documentation, or portions thereof, by the 1st day of the following month. If Landlord disapproves of any such documentation, Landlord shall notify Tenant of the reason therefor. Thereafter, to the extent such documentation is approved, payment shall be made no later than the 20th day of the month following receipt by Landlord of the payment request and accompanying documentation. (c) Within one hundred eighty (180) days after receipt of the final Certificate of Occupancy, Tenant shall submit to Landlord a written request to utilize a portion detailed breakdown of the total amount of the costs of the Leasehold Improvements, together with final waivers of liens, contractors’ affidavits, and architects’ certificates in such form as may be reasonably required by Landlord, Landlord’s Contribution as an abatement of one title insurance company and Landlord’s lender, if any, from all parties performing labor or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and supplying materials or other service and materials directly related to and necessary services in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by LandlordLeasehold Improvements, Tenant shall be entitled to abatement showing that all of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) said parties have been compensated in addition to full and waiving all liens in connection with the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution Premises and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution RequestProject.

Landlord’s Contribution. (a) Landlord shall contribute rent abatements up to reimburse Tenant for the total cost of Initial Tenant Work in an amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (the “Landlord’s Contribution”) on account equal to the lesser of (i) $1,101,000.00, or (ii) the actual cost of Initial Tenant Work, upon the following terms and conditions: (A) The cost of the Initial Tenant Work shall be paid by Landlord and Tenant, pro-rata, with Landlord paying the proportion which the amount of Landlord’s Contribution bears to the cost of refurbishing the Leased Premises including design Initial Tenant Work and engineering costsTenant paying the balance, until such time as Landlord has contributed an amount equal to the Landlord’s Contribution with respect to the Initial Tenant Work. With respect to each of the Base Space, the Swing Space and, if applicable, the Expansion Space, the Landlord’s Contribution shall be available payable to Tenant only in installments as follows:initial Tenant Work progresses in such space, but in no event more frequently than monthly or more than 5 times in the aggregate (plus a disbursement for any retainages required hereunder) with respect to the Initial Tenant Work performed in each such space. (iB) Prior to the payment of any installment, Tenant shall submit deliver to Landlord a written request for disbursement which shall be accompanied by (x) paid invoices for the Initial Tenant Work performed or incurred since the last disbursement of the Landlord’s Contribution, (y) a certificate signed by Tenant’s architect and an officer of Tenant certifying that the Initial Tenant Work and services represented by the aforesaid invoices have been satisfactorily completed in accordance with the plans and specifications therefor approved by Landlord, and (z) partial lien waivers by architects, contractors, subcontractors and all materialmen for all work and services which were the subject of previous disbursements from Landlord’s Contribution. Landlord shall be permitted to utilize retain from the portion of each disbursement required to be paid from Landlord’s Contribution an amount equal to 10% of such portion of the amount requested to be disbursed by Tenant (except for the final payment to be made to any contractor who shall have delivered a final lien waiver, with respect to which Landlord shall not retain such 10% portion). The aggregate amount of the retainages shall be paid by Landlord to Tenant upon the completion of all Initial Tenant Work and upon receipt from Tenant of (1) a certificate signed by Tenant’s architect and an officer of Tenant certifying that all Initial Tenant Work has been satisfactorily completed in accordance with the plans and specifications therefor approved by Landlord, (2) all Building Department sign-offs and inspection certificates and any permits required to be issued by the Building Department or any other governmental entities having jurisdiction thereover, and (3) a general release from all contractors and subcontractors performing initial Tenant Work releasing Landlord and Tenant from all liability for any Initial Tenant Work. Notwithstanding the foregoing, if at the time of disbursement of the remainder of Landlord’s Contribution, Tenant has a dispute with one or more contractors, subcontractors or material suppliers, then Landlord shall disburse the unpaid portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the extent of the final lien waivers actually received less 25% of the amount sought in remaining due to the Contribution Request in connection with constructioncontractors, design subcontractors or material suppliers from which such final lien waivers were not received (Landlord also retaining the amount so remaining due), and or other service and materials directly related shall disburse from the remainder thereof the amount finally determined to and necessary in connection be due when the dispute(s) with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days contractors, subcontractors and/or material suppliers have been resolved and final lien waivers are actually received from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion party or parties. Each installment of Landlord’s Contribution shall be made to Tenant within 30 days next following the delivery to Landlord of the documentation described above (the “Documentation”), provided that the Documentation is submitted to Landlord on or before the 10th day of a month, and in the Base Rent payable for one (1) event the Documentation is submitted at any time after the 10th day of any given month, Landlord’s payment shall be made on or before the end of the month and shall specify how following the month in which Tenant intends to apply submits the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and Documentation. (C) monthly abatements Tenant is not then in default in the payment of Base Rent shall be applied to whole months and Tenant no other Event of Default shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestoccurred and be continuing.

Landlord’s Contribution. (a) Landlord shall contribute rent abatements up pay to Tenant an amount not to exceed Landlord’s Contribution toward the total amount cost of ONE HUNDRED FIFTY THOUSAND DOLLARS the Initial Installations, provided that as of the date on which Landlord is required to make payment thereof pursuant to Section 5.7(b): ($150,000.00i) this Lease is in full force and effect, and (“ii) no Event of Default then exists. Tenant shall pay all costs of the Initial Installations in excess of Landlord’s Contribution”) on account of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available payable solely on account of hard and soft costs associated with the development, design, construction, installation and construction management of the Initial Improvements and move coordination, including any reconfiguration of the existing Furniture, as such costs are identified by Tenant with the reasonable approval of Landlord; provided, however, up to Tenant only as follows: but not more than fifty percent (i50%) Tenant shall submit to Landlord a written request to utilize a portion of the Landlord’s Contribution may be applied against the purchase of new furniture, fixtures, equipment and signage for the Premises. Upon the occurrence of the date which is twelve (12) months after the Lease Commencement Date, any amount of Landlord’s Contribution as an abatement which has not been previously disbursed shall be retained by Landlord and Tenant shall have no further right or claim thereto. Any new furniture purchased by Tenant for which Landlord’s Contribution is applied shall constitute Furniture and shall be and become the property of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request Landlord and shall include evidence reasonably satisfactory be surrendered to Landlord upon the expiration or earlier termination of this Lease in accordance with Section 1.4 of this Lease. (b) Landlord shall make progress payments on account of Landlord’s Contribution to Tenant on a periodic basis for completed work, but no more than once per calendar month, upon requisition therefore by Tenant. Provided that Tenant has actually paid delivers requisitions to contractors and other relevant professionals an amount at least equal Landlord on or prior to the amount sought in the Contribution Request in connection with constructiontenth day of any month, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant such progress payments shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than made within thirty (30) days following the delivery to Landlord of requisitions therefor. Any requisitions made following the tenth day of any month shall be paid no later than the last day of the month following the month in which such requisitions are made. Each requisition shall be executed by a corporate officer or an authorized representative of Tenant, and shall be accompanied by: (i) copies of paid invoices covering the Initial Installations that are the subject of the requisition, (ii) a certification from submission Tenant’s architect stating that (A) the Initial Installations described on such invoices have been completed in accordance with the plans and specifications approved by Landlord, (B) such work has been paid in full by Tenant, and (C) all contractors, subcontractors and material suppliers have delivered to Tenant waivers of lien with respect to such Contribution Request work (copies of which shall be included with such architect’s certification), (iii) proof of the satisfactory completion of all required inspections and the issuance of a certificate of occupancy and all other required approvals and sign-offs by Governmental Authorities, as applicable, with respect to Landlord; the Initial Installations covered by said requisition, (iv) final “as-built” plans and specifications for the Initial Installations covered by the requisition as required pursuant to Section 8.2, (v) final lien waivers from all contractors, subcontractors and material suppliers covering the Initial Installations that are the subject of the requisition, and (vi) such other documents and information as Landlord may reasonably request, including title drawdowns and endorsements. The aggregate amount of the periodic distributions of Landlord’s Contribution shall in no event exceed Landlord’s Contribution. The right to receive Landlord’s Contribution is for the exclusive benefit of Tenant, and in no event shall such right be assigned to or be enforceable by or for the benefit of any third party, including any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or other person or entity. (c) Landlord and Tenant acknowledge that the Initial Installations will involve a redesign of the HVAC system for the Premises for office use. Landlord has engaged KMB Group, a third party engineer, to evaluate Tenant’s HVAC requirements based on the information that Tenant has provided to Landlord regarding Tenant’s Initial Installations. KMB has provided a scope of work (the “KMB Scope of Work”) to establish fourteen (14) new HVAC zones to provide heating and cooling to the Premises upon conversion of lab space to office space (the “HVAC Work”). Notwithstanding anything to the contrary set forth in this Section 5.7, Landlord will pay for the cost of the HVAC Work in addition to Landlord’s Contribution provided that the foregoing: scope of the work does not change from the KMB Scope of Work. Tenant shall perform the HVAC Work in accordance with KMB Work Scope and agrees to use reasonable efforts to control the costs of the HVAC Work so as to minimize the amount that Landlord will be required to pay on account of such HVAC Work. Tenant’s obligation to use reasonable efforts shall be satisfied by (Aa) Tenant shall be limited to no more than choosing a contractor for such HVAC Work based on competitive bids from at least three (3) contribution requests per year; (B) each Contribution Request contractors approved by the Landlord, which approval shall not be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rentunreasonably withheld or delayed; and (Cb) monthly abatements Tenant utilizing the same measures for cost control during performance of Base Rent the HVAC Work as Tenant uses during performance of the Initial Installations. Tenant agrees to consult with Landlord contemporaneously with Tenant’s review of contractor bids, bid tabulation, awards and contractor contract negotiations for the HVAC Work. In addition, the HVAC Work shall be applied performed on a so-called “open book” basis such that the Landlord will have the right to whole months inspect the bid tabulation. (d) Landlord and Tenant acknowledge that the Initial Installations will involve a conversion of certain of the Lab Areas to office space. Based upon Tenant’s design of the Premises, if the current air handler and chiller system is able to provide sufficient cooling for the remaining lab areas in an efficient and cost-effective manner, Landlord and Tenant will work together to establish a new allocation of the electricity expenses attributable to the chillers and air handlers which service the remaining lab areas within the Premises from that set forth in Section 4.7.2 of this Lease. Tenant agrees to hire a certified HVAC engineer approved by Landlord (such approval not to be unreasonably withheld or delayed), at Tenant’s sole cost and expense, to review Tenant’s final configuration plans for the Premises in order to determine and certify whether the existing air handler and chiller system is able to provide sufficient cooling for the remaining lab areas in an efficient and cost effective manner. If the engineer is unable to certify that the current air handler and chiller system can provide sufficient cooling for the remaining lab areas in an efficient and cost-effective manner, then Tenant shall replace the air handler and chiller system and Tenant shall have no right to a partial abatement be responsible as part of monthly Base Rent other than with respect the Initial Installations, at Tenant’s sole cost and expense, subject to the last Contribution Requestprovisions of Section 5.7(a), for installing a cooling and ventilation system(s) for the remaining lab areas and installing a submeter or checkmeter for such system(s) to enable Landlord to measure the electricity usage for such system(s) so that Landlord can xxxx to Tenant one hundred percent (100%) of the electrical expenses attributable to such new system(s). Tenant shall have the option, at its sole cost and expense and in accordance with Article 8 of this Lease, of removing and disposing of all or part of the current air handler and chiller system and using the existing footings, plumbing and electrical connections of the current air handler and chiller system for the successor system(s).

Landlord’s Contribution. (A) As an inducement to Tenant entering into this Lease, Landlord shall contribute rent abatements up apply an allowance not to the total amount of ONE exceed FOUR HUNDRED FIFTY SEVENTY-SEVEN THOUSAND DOLLARS THREE HUNDRED and 00/100 Dollars ($150,000.00477,300.00) to be used by Landlord to pay for the cost of the performance of Landlord’s Work (including the cost of all necessary permits and licenses, architectural and construction management fees) (“Landlord’s Contribution”). Tenant shall be responsible for paying any sums incurred to complete the Landlord’s Work in excess of the Landlord’s Contribution. Landlord shall have no duty to proceed with Landlord’s Work if the current Budget anticipates Excess Costs and Tenant has not timely paid sums in excess of the Landlord’s Contribution. In addition, Tenant shall be exclusively responsible for installing Tenant’s telecommunication equipment and cabling, and moving into (or out of) the Replacement Premises, including all costs associated therewith (B) Conditions. Notwithstanding anything to the contrary herein contained: (i) Landlord shall have no obligation to advance funds on account of Landlord’s Contribution unless and until Landlord has received the cost requisition in question. (ii) Except with respect to work and/or materials previously paid for by Tenant, as evidenced by paid invoices and written lien waivers provided to Landlord, Landlord shall have the right to have Landlord’s Contribution paid to directly to Tenant’s contractor(s), consultants, service providers, and vendor(s). In no event shall Landlord’s Contribution be applied to any fees paid to Tenant or any affiliate of refurbishing Tenant. (iii) Landlord shall have no obligation to pay Landlord’s Contribution in respect of any requisition submitted after the Leased date which is one (1) year after the Replacement Premises including design and engineering costs. Commencement Date. (iv) Tenant shall not be entitled to any unused portion of Landlord’s Contribution. (v) Landlord’s obligation to pay any portion of Landlord’s Contribution shall be available conditioned upon there existing no Default of Tenant under the Lease at the time that Landlord would otherwise be required to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of make such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestpayment.

Landlord’s Contribution. A. Landlord shall shall, in the manner hereinafter set forth, contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS Six Hundred Twenty-Three Thousand Seven Hundred Ninety and 00/100 ($150,000.00623,790.00) Dollars (i.e., $5.00 per rentable square foot of floor area in the Remainder Premises) (“"Landlord’s 's Contribution”") towards the cost of leasehold improvements to be installed by Tenant in the Remainder Premises ("Tenant's Work"). Tenant's Work shall be performed in accordance with the Lease (including, without limitation, Articles 12 and 13 thereof). B. Provided that Tenant is not in default of its obligations under the Lease at the time that Tenant requests any requisition on account of Landlord's Contribution, Landlord shall pay the cost of refurbishing the Leased Premises including design and engineering costswork shown on each requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord. Landlord’s Contribution For the purposes hereof, a "requisition" shall be available mean written documentation showing in reasonable detail the costs of the improvements then installed by Tenant in the premises. Tenant shall submit requisition(s) no more often than monthly. C. Notwithstanding anything to Tenant only as followsthe contrary herein contained: (i) Tenant Landlord shall submit have no obligation to Landlord a written request to utilize a portion advance funds on account of Landlord’s 's Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); unless and until Landlord has received the requisition in question, together with certifications from Tenant's architect, certifying that the work shown on the requisition has been performed in accordance with applicable law and in accordance with Tenant's approved plans. (ii) each Except with respect to work and/or materials previously paid for by Tenant, as evidenced by paid invoices provided to Landlord, Landlord shall have the right to have Landlord's Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors both Tenant and other relevant professionals an amount at least equal Tenant's contractor(s) and vendor(s) jointly, or directly to the amount sought in the Contribution Request in connection with construction, design and Tenant's contractor if Landlord has reason to believe there are or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”may be outstanding claims by such contractor(s) or vendor(s); . (iii) unless a Notwithstanding clauses (i) and (ii) above, to the extent not previously requisitioned by Tenant as aforesaid, Landlord's Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to applied towards the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the Base Yearly Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last months of March, April, and May of 2005, until the Landlord's Contribution Requesthas been exhausted. D. Except for Landlord's Contribution, Tenant shall bear all other costs of Tenant's Work. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials, whether building standard or non-building standard, selected by Tenant in connection with Tenant's Work.

Landlord’s Contribution. Landlord shall contribute rent abatements an amount up to $172,840 ("Landlord's Contribution") toward the total amount costs incurred for the Initial Improvements and Change Orders; provided that up to a maximum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“1,296 of Landlord’s Contribution”) on account 's Contribution may be used for the payment of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser costs of the remaining unused portion space planner used for the preparation of Landlord’s Contribution and a space plan for the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than Premises. Except as provided below with respect to the last Improvement Allowance (as defined below), Landlord has no obligation to pay for costs of the Initial Improvements or Change Orders in excess of Landlord's Contribution. If the cost of the Initial Improvements and/or Change Orders exceeds the Landlord's Contribution Requestand the Improvement Allowance funded by Landlord Tenant shall pay such overage to Landlord prior to commencement of construction of the Initial Improvements and/or Change Orders. If the costs of the Initial Improvements and Change Orders are in excess of the Landlord's Contribution, and so long as Tenant is not in default under this Lease, Landlord will lend Tenant an amount not to exceed $43,210 (the "Improvement Allowance") solely for the payment of the costs of the Initial Improvements and Change Orders. The Improvement Allowance funded by Landlord, together with interest thereon at the rate set forth herein, shall be paid by Tenant to Landlord as part of the Base Rent. For the purposes of determining the Base Rent for the first Lease Year, the "TI Rent Component" per month for the first Lease Year shall mean an amount equal to the total Improvement Allowance funded by Landlord, together with interest on such amount at a rate of ten percent (10%) per annum from the date of disbursement by Landlord until repaid by Tenant, amortized in equal monthly installments over the initial term of this Lease. Landlord and Tenant agree that all unpaid amounts of the Improvement Allowance constitute Base Rent under this Lease. Without limiting any of the foregoing provisions, at Landlord's request, Tenant shall within five (5) days after such request, duly execute and deliver to Landlord a promissory note, in form and substance satisfactory to Landlord, evidencing Tenant's obligation to repay the Improvement Allowance with interest thereon as provided herein (the "Improvement Note"). Tenant acknowledges and agrees that (a) Tenant's failure to deliver the Improvement Note to Landlord as provided herein, or (b) any breach of any of the terms of the Improvement Note, shall constitute a material breach and default under this Lease. Tenant's failure to execute and deliver the Improvement Note to Landlord as provided herein shall not affect Tenant's obligation to repay the Improvement Allowance together with interest thereon as provided herein. The Improvement Note may be prepaid by Tenant at any time. Any unpaid Improvement Allowance, together with interest thereon as provided herein, shall be immediately due and payable upon any default by Tenant under this Lease. Tenant agrees to pay any and all of Landlord's attorneys' fees and costs relating to the enforcement of Landlord's rights under the Improvement Note or with respect to the repayment of the Improvement Allowance. (a) Tenant's request for Change Orders whether or not any such Change Orders are actually performed; or (b) Contractor's performance of any Change Orders; or (c) Tenant's request for materials, finishes or installations requiring unusually long lead times; or (d) Tenant's delay in reviewing, revising or approving plans and specifications beyond the periods set forth herein; or (e) Tenant's delay in providing information critical to the normal progression of the project. Tenant shall provide such information as soon as reasonably possible, but in no event longer than one week after receipt of such request for information from the Landlord; or (f) Tenant's delay in making payments to Landlord for costs of the Initial Improvements and/or Change Orders in excess of the Landlord's Contribution; or (g) Any other act or omission by Tenant, its agents, contractors or persons employed by any of such persons. If the Commencement Date is delayed for any reason, then Landlord shall cause Landlord's Architect to certify the date on which the Initial Improvements would have been completed but for such Tenant Delay, or were in fact completed without any Tenant Delay. Prior to Tenant's occupancy of the Premises, Landlord and Tenant shall agree up a punch list of items to be corrected.

Landlord’s Contribution. Landlord shall contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) provide a special allowance (“Landlord’s Contribution”) on account to Tenant not to exceed the Maximum Amount of the cost of refurbishing the Leased Premises including design and engineering costsLandlord’s Contribution. Landlord’s Contribution shall be available used and applied by Tenant solely on account of the Total Costs incurred by Tenant; 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 (i) $9.75 per square foot of Rentable Floor Area of the Premises which may be requisitioned by Tenant only for Soft Costs (the “Soft Costs Cap”). In the event that the Total Costs of Tenant’s Work is less than the Landlord’s Contribution, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. In no event shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Provided Tenant satisfies all of the Requisition Conditions at the time that it submits any Requisition to Landlord and all of the Final Requisition Conditions at the time that it submits the Final Requisition to Landlord, Tenant shall have the right to submit Requisitions (including the Final Requisition) to Landlord on account of Landlord’s Contribution as follows: (i1) Requisitions may not be submitted to Landlord more than one time per calendar month. (2) If Landlord declines to make payment of the amount due under a Requisition on the basis that Tenant has failed to satisfy any of the Requisition Conditions, then, if Tenant subsequently satisfies such Requisition Conditions, and the Lease is then in full force and effect, Tenant shall submit have the right to resubmit such Requisition to Landlord a written request in accordance with this Section 3.0. (3) Landlord shall pay any amount properly due to utilize a Tenant on account of any Requisition on or before the date thirty (30) days after Landlord receives such Requisition and all necessary supporting information. (4) Commencing as of the Execution Date of the Lease and based upon the Budget submitted by Tenant for Soft Costs, Tenant shall have the right to submit its Requisitions to Landlord on account of Soft Costs. Prior to the commencement of Tenant’s Work, Landlord shall pay 100% of each Requisition submitted by Tenant to Landlord on account of Soft Costs up to the Soft Costs Cap. (5) After the submission of the Budget to Landlord, Tenant shall have the right to submit Requisitions to Landlord on account of Total Costs (subject to the caps on Soft Costs), and Landlord shall pay Landlord’s Share of the amount due pursuant to each Requisition until Landlord’s Contribution is exhausted; provided however, that Tenant’s Share of any payments made by Landlord to Tenant on account of Soft Costs prior to the submission of the Budget shall be credited against Landlord’s first payment(s) on account of Landlord’s Contributions made after the submission of the Budget. (6) Landlord shall have no obligation to pay any portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Tenant with respect to any Requisition submitted by Tenant to Landlord after the date that is nine (9) months after the Rent Commencement Date. (7) Landlord shall have the right, upon reasonable prior notice to Tenant, to review Tenant’s books and records relating to Total Costs to verify the amounts payable Landlord to Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion on account of Landlord’s Contribution and the Base Rent payable for one Contribution. (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than 8) Except with respect to work and/or materials previously paid for by Tenant, as evidenced by paid invoices and written lien waivers provided to Landlord, Landlord shall have the last right to pay Landlord’s Contribution Requestjointly to both Tenant and Tenant’s contractor(s) and vendor(s), if a lien has been filed against the Building, the Land or the Complex on account of Tenant’s Work which has not been discharged or bonded over.

Landlord’s Contribution. Landlord shall contribute rent abatements up Section 40.01. Subject to the total amount provisions of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) 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 (“LandlordTenant’s Contribution”) on account of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution RequestWork”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction. Tenant, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission following its execution of such Contribution Request 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 (ivprovided 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 addition the Premises 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, Landlord agrees to reimburse Tenant up to the foregoing: sum of Two Hundred Eighty-Nine Thousand Seven Hundred Twenty Dollars (A$289,720.00) Tenant ("Landlord's Reimbursement Contribution") towards the cost of Tenant’s Work, which shall be limited include the hard costs of construction and soft costs for architectural and engineering services. Landlord shall pay to no Tenant, on a monthly basis, but not more than three once a month, ninety (390%) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser percent of the remaining unused portion cost of Landlordthe materials and labor used for Tenant’s Contribution Work requested by Tenant theretofore performed by the contractor, which shall include any general contractor and all subcontractors hired by the Base Rent payable for one (1) month general contractor, provided Tenant delivers to Landlord concurrently with its request, receipted paid bills of the contractor, including any general contractor and shall specify how Tenant intends to apply subcontractor, involved and approved by Tenant, and a waiver of mechanic's lien signed by the Base Rent abatements to upcoming monthly installment(s) of Base Rent; contractors, including the general contractor and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than subcontractors, with respect to the last Contribution Requestamount paid as evidenced by the receipted paid xxxx, such payment to be made to Tenant within thirty (30) days after receipt of Tenant's request together with the aforesaid documentation. Within forty-five (45) days after Landlord receives a certificate from Tenant's architect stating that all of Tenant's Work performed by the general contractor and subcontractors, has been completed, that 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 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 necessary) for all work 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 exceeding the amount of Landlord’s Reimbursement Contribution. If the amount Tenant expends for the cost of the Tenant’s Work exceeds the amount of Landlord’s Reimbursement Contribution, Tenant shall be responsible for the payment to the contractors of the excess. If said amount is less than the amount of Landlord’s Reimbursement Contribution, Landlord shall not be obligated to pay such difference to Tenant. Tenant shall indemnify and hold Landlord harmless from and against any and all claims, costs and expenses, including but not limited to attorneys’ fees, in connection with or relating to the Tenant’s Work performed pursuant to this Article.

Landlord’s Contribution. Landlord shall agrees to contribute rent abatements Nine Hundred Thousand Dollars ($900,000.00) towards the cost of constructing Phase I, not including design/engineering costs, (the “City Contribution”), said contribution to occur by means of reimbursing Tenant for said costs actually incurred. The Phase I construction budget, less design/engineering costs, is attached hereto as Exhibit “D” and by this reference made a part hereof, “Costs.” The City Contribution will be based on the actual Costs incurred by Tenant to construct Phase I. Landlord will reimburse Tenant up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS the City Contribution in the manner described below. The City’s reimbursement of Costs under this Agreement is conditioned upon the Tenant procuring materials and construction services in the following manner: The Tenant will, except as otherwise set forth below, prepare and issue solicitations (i.e., invitations for bids, requests for proposals, etc.) for all procurements related to construction of the Project for which the Tenant will seek reimbursement from the City pursuant to this Section 4.02(f). The contracts entered into between the Tenant and the contractors/providers of items related to construction of the Project for which the Tenant will seek reimbursement from the City are referred to herein as “Contracts.” The procurement process for such Contracts shall be conducted by the Tenant in accordance with the following guidelines. 1) Contracts that do not exceed $150,000.00200,000. Contracts not exceeding $200,000 may be entered into by Tenant with any firm that is qualified to provide the work sought and submits the lowest bid or the top ranked responsive proposal, as applicable. The Tenant shall request at least three (3) firms to submit sealed written proposals/bids based on written drawings and/or specifications. A written tabulation of the results shall be furnished by Tenant to the City within a reasonable timeframe based on the number of proposals/bids received, but in no event later than the submittal of a Request for the payment of Costs related to said proposal/bid. 2) Contracts exceeding $200,000. Contracts exceeding $200,000 may be entered into by the Tenant with the firm that is qualified to provide the work sought and submits the lowest bid or the top ranked responsive proposal, as applicable. For Contracts between $200,000 and $500,000, the Tenant shall advertise these Contracts at least once in the Orlando Sentinel at least twenty-one (21) calendar days prior to the established proposal/bid opening time and date. For Contracts exceeding $500,000, the Tenant shall advertise these Contracts at least once in the Orlando Sentinel at least thirty (30) calendar days prior to the established proposal/bid opening time and date. A written tabulation of the results shall be furnished by Tenant to City within a reasonable timeframe based on the number of proposals/bids received but in no event later than the submittal of a Request for the payment of Costs related to said proposal/bid. After Tenant has given Landlord written notice that Xxxxxx has expended at least $900,000.00 for construction of Phase I and/or materials related thereto, Tenant may request reimbursement payment(s) from Landlord as follows: Landlord will make payments to Tenant based on Tenant’s submittal of a payment request (a “Landlord’s ContributionRequest”) on account of the cost of refurbishing the Leased Premises including design and engineering coststo Landlord. Landlord’s Contribution shall The Request, which may not be available to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount submitted at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be day intervals, is limited to no more than three Costs actually incurred by Tenant to construct Phase I and each Request will include documentation, such as invoice(s), necessary to support the Request (3) contribution requests per year; (B) each Contribution Request shall be in an amount “Invoice”). Tenant will not submit Requests at less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Request.thirty

Landlord’s Contribution. (a) Landlord shall shall, in the manner hereinafter set forth, contribute rent abatements up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS One Hundred Fifty Seven Thousand Eight Hundred Forty-Two and 00/100 Dollars ($150,000.00157,842.00) (i.e., $37 per rentable square foot of the First Amendment Premises) (“Landlord’s Contribution”) on account of towards the cost of refurbishing leasehold improvements to be installed by Tenant in the Leased First Amendment Premises including design (“Tenant’s Work”). Up to Fifteen Thousand Seven Hundred Eighty-Four and 20/100 Dollars ($15,784.20) of Landlord’s Contribution may be applied toward moving expenses, architectural and engineering fees and other so-called “Soft costs” of Tenant’s Work. Tenant’s Work shall be performed in accordance with Articles 16.2 and 16.3 of the Lease. In the event that Landlord’s Contribution shall not be available sufficient to complete the Tenant’s Work, Tenant only as follows:shall pay the excess costs, prior to Landlord disbursing Landlord’s Contribution to Tenant. (ib) Provided that Tenant shall submit to Landlord a written request to utilize a portion is not in monetary default or material non-monetary default of its obligations under the Lease at the time that Tenant requests any requisition on account of Landlord’s Contribution as an abatement Contribution, Landlord shall pay the cost of one or more monthly installments of Base Rent the work shown on each requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (each 30) days of submission thereof by Tenant to Landlord, For the purposes hereof, a “Contribution Request”); (ii) each Contribution Request requisition” shall include mean written documentation showing in reasonable detail the costs of the improvements then installed by Tenant in the First Amendment Premises. Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord that Tenant all work covered by previous requisitions has actually been fully paid by Tenant. Landlord shall have the right, upon reasonable advance notice to contractors Tenant, to inspect during Tenant’s normal business hours Tenant’s books and other relevant professionals an amount at least equal records relating to each requisition in order to verify the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlordthereof, Tenant shall submit requisition(s) no more often than monthly, (c) Notwithstanding anything to the contrary herein contained: (1) Landlord shall have no obligation to advance funds on account of Landlord’s Contribution unless and until Landlord has received the requisition in question, together with certifications from Tenant’s architect, certifying that the work shown on the requisition has been performed in accordance with applicable law and in accordance with Tenant’s approved plans. (2) Landlord shall pay Landlord’s Contribution to Tenant, in the case of paid invoices submitted by Tenant, or to Tenant’s contractor, in the case of unpaid invoices submitted by Tenant. (3) Landlord shall have no obligation to pay Landlord’s Contribution in respect of any requisition submitted after December 31, 2007. (4) Tenant shall not be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining any unused portion of Landlord’s Contribution and the Base Rent payable Contribution. (d) Except for one (1) month and Landlord’s Contribution, Tenant shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) bear all other costs of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant Tenant’s Work. Landlord shall have no right liability or responsibility for any claim, injury or damage alleged to a partial abatement of monthly Base Rent other than have been caused by the particular materials, whether building standard or non-building standard, selected by Tenant in connection with respect to the last Contribution RequestTenant’s Work.

Landlord’s Contribution. Excess Amounts. ---------- ------------- ------ -------- (a) Landlord shall contribute rent abatements up make a dollar contribution ("Landlord's Contribution") in an amount of $2,504,860 for application to the total extent thereof to the cost of the Work (including, without limitation, payment of architectural and engineering building and permit fees and construction costs). Landlord's Contribution shall be applied as the Work progresses. If Tandem Workletter Workltr.5 October 2, 1996 the cost of the Work exceeds Xxxxxxxx's Contribution, Tenant shall have sole responsibility for the payment of such excess cost. Should Tenant fail to complete the Work, Landlord shall have the right to draw down the Letter of Credit in a sufficient amount to complete the Work and to reimburse Landlord for any excess costs and damages suffered as a result of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Xxxxxx's failure to complete the Work. If the cost of the Work is less than Landlord’s 's Contribution”) , Tenant shall be entitled to a credit against Base Rent next due and payable under the Lease in an amount equal to 50% of any such unused portion of Landlord's Contribution. Xxxxxxxx's and Xxxxxx's payments for the Work shall be made prorata as costs of the Work are incurred based on account the then most current estimate of the cost of refurbishing the Leased Premises including design Work submitted to and engineering costsapproved by Landlord under Paragraph 2(a) above. (b) Periodically, but no more frequently than once per month, Tenant may submit to Landlord a payment request for costs of the Work incurred and not previously paid. Landlord’s Contribution Requests for payment of Tenant Improvement Costs (less a ten percent (10%) retention) received by Landlord by the twenty-fifth (25th) day of a calendar month, accompanied by all documentation required hereunder, shall be available paid by the tenth (10th) day of the next succeeding calendar month. Each monthly payment request shall be paid by a single check made payable to Tenant, except that Landlord shall have the right to issue joint checks to Tenant only as followsand the Prime Contractor. Each monthly progress request for payment of Tenant Improvement Costs shall be accompanied by the following: (i) an itemized application for payment in the form of an application and certification for payment (AIA Document G702) confirming the character and amount of the cost for which payment is requested; (ii) Certification from the Project Architect that the construction which is the subject of any payment request has been completed or properly stored and substantially conforms to the Approved Plans; and Tandem Workletter Workltr.5 October 2, 1996 (iii) Original conditional waivers of lien form each of Tenant's contractors and all materialmen and vendors requesting payment covering the requested payment. Payment of the ten percent (10%) retention shall be made by Landlord to Tenant upon certification of the Project Architect that the Tenant's Work (including all "punch-list items) has been completed. (c) Within thirty (30) days after final completion and installation of the Work, Tenant shall submit to Landlord a written request to utilize a portion detailed breakdown of the total amount of costs of the Work, together with final waivers of liens, contractors' affidavits, and architects' certificates in such form as may be reasonably required by Landlord’s Contribution as an abatement of one , Xxxxxxxx's title insurance company and Landlord's lender, if any, from all parties performing labor or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and supplying materials or other service and materials directly related to and necessary services in connection with the Expansion Project Work, showing that all of said parties have been compensated in full and waiving all liens in connection with the Premises and Building. (“Refit Expenses”); (iiid) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt Any and all tenant improvements shown on Xxxxxx's space plan, as provided to and approved by Landlord, Tenant shall need not be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to removed at the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser end of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution RequestLease Term.

Landlord’s Contribution. (a) Landlord shall contribute rent abatements provide a total of up to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS Six Hundred Nine Thousand Eight Hundred Fifty Dollars ($150,000.00609,850.00) (“Landlord’s Contribution”) on account ), as provided in this Paragraph 10, toward the Tenant Improvements Cost; provided, however, that in no event shall Landlord’s Contribution be available to pay any project management fees or the costs of the cost of refurbishing Tenant’s Personal Property or any moving costs incurred by Tenant in moving to the Leased Premises including design and engineering costsPremises. Landlord’s Contribution shall be available to Tenant only as follows: for a period of twenty-four (i24) Tenant shall submit to Landlord a written request to utilize a months after the date of this Lease. Any portion of Landlord’s Contribution that has not been disbursed to Tenant prior to the expiration of such period shall no longer be available to Tenant. In the event the Tenant Improvements Cost shall be less than the amount of Landlord’s Contribution, then Landlord’s Contribution shall be reduced to an amount equal to the Tenant Improvements Cost. (b) Landlord shall disburse Landlord’s Contribution to Tenant, up to the amount of the Tenant Improvements Cost, in installments no more than once per month, within thirty (30) days of Landlord’s receipt of a written invoice from Tenant evidencing the actual costs incurred by Tenant to date and such documentation as an abatement Landlord may reasonably require to substantiate the completion of the Tenant Improvements for which such disbursement is requested in a lien-free manner and in accordance with all applicable Laws and the requirements of this Exhibit D. (c) The obligation of Landlord to make any one or more monthly installments payments pursuant to the provisions of Base Rent (this Paragraph 10 or to authorize Tenant to proceed with the construction of the Tenant Improvements shall be suspended without further act of the parties during any such time as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request there exists an Event of Default under the Lease or any event or condition which, with the passage of time or the giving of notice or both would constitute such an Event of Default. Upon the occurrence and during the pendency of an Event of Default or such an event or condition, Landlord shall include evidence reasonably satisfactory have the right, in addition to Landlord all other rights and remedies provided in the Lease, at law and in equity, to order that Tenant has actually paid cease the construction and installation of the Tenant Improvements hereunder. Nothing in this Paragraph 10 shall affect the obligations of Tenant under the Lease with respect to contractors any alterations, additions and other relevant professionals an amount at least equal improvements within the Leased Premises, including, without limitation, any obligation to obtain the amount sought in the Contribution Request in connection with constructionprior written consent of Landlord hereto. (d) If Landlord fails to make a progress payment on a timely basis when required under Paragraph 10(b) above, design and or other service and materials directly related Tenant shall provide written notice of such failure to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless Landlord. Landlord shall have a Contribution Request is disputed by Landlord within period of ten (10) days from receipt to cure such failure by Landlordmaking the required progress payment. If Landlord fails to cure such default within the aforesaid ten (10) day period, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: and provided that (A) Landlord has not raised any objections to the construction of the Tenant shall be limited Improvements or the obligation of Landlord to no more than three (3) contribution requests per year; then fund the applicable progress payment, and (B) each Contribution Request shall be in neither an amount not less than Event of Default nor an event or condition which, with the lesser passage of time or the remaining unused portion giving of Landlord’s Contribution notice or both, would constitute and Event of Default, is then occurring hereunder, Tenant may advance such payment on behalf of Landlord and thereafter deduct the Base same from the Gross Rent next payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution RequestLandlord hereunder.

Landlord’s Contribution. (a) Landlord shall contribute rent abatements up reimburse Tenant (or, at Tenant’s request, pay directly to Tenant’s general contractor or construction manager for hard costs incurred by Tenant for Tenant’s Work, or pay Landlord’s contractor for costs of Tenant BB Work, Landlord MEP Upgrades, Tenant MEP Work and/or Change Orders as described in Section 3.05(a)(iv) below) in an aggregate amount (the “Original Work Allowance”) equal to $[****] per Qualified RSF of the Premises, as finally determined (as increased or decreased by reason of Tenant’s exercise of the Initial Expansion Option or Initial Contraction Option or pursuant to the total amount provisions of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”) on account Section 8.7 of the cost of refurbishing DCA), upon the Leased Premises including design following terms and engineering costs. Landlord’s Contribution shall be available to Tenant only as followsconditions: (i) The Original Work Allowance shall be paid to Tenant (or, at Tenant’s direction, to Tenant’s general contractor or construction manager, or such other consultant, advisor or vendor of Tenant) at any time after the Effective Date in installments as Tenant’s Work (and/or design thereof) progresses, but in no event more frequently than monthly. Installments of the Original Work Allowance shall be paid by Landlord within 30 days following Tenant’s submission of a Tenant Requisition (it being agreed that if such Tenant Requisition fails to include any of the deliverables required for disbursement set forth in this Section 3.05(a), then Landlord shall notify Tenant thereof in writing in reasonable detail within 10 Business Days after receipt of such Tenant Requisition, whereupon the applicable installment of the Original Work Allowance shall be paid by Landlord within the later to occur of (A) the 30 day period described above and (B) 5 Business Days after Tenant’s satisfaction of each of the conditions required for disbursement set forth in this Section 3.05(a) as set forth in such written notice from Landlord). Tenant shall submit have the right to draw the Original Work Allowance to pay the costs of Tenant’s Work (and/or design thereof, subject to clause (iv) below) prior to expending its own funds for such costs. (ii) Prior to the payment of any installment of the Original Work Allowance, Tenant shall deliver to Landlord a request for disbursement signed by an authorized representative of Tenant (each being hereinafter called a “Tenant Requisition”), which shall be accompanied by (1) invoices for Tenant’s Work performed, designed or incurred since the last Tenant Requisition and disbursement of the Work Allowance, (2) with respect to the disbursement of the Original Work Allowance for hard costs, a certificate signed by Tenant’s architect certifying that Tenant’s Work represented by the aforesaid invoices have been satisfactorily completed in substantial accordance with the plans and specifications therefor approved (or deemed approved) by Landlord (to the extent such approval of Landlord is required under Article 4 or the DCA, as applicable) and have not been the subject of a prior disbursement of the Work Allowance, and (3) with respect to the disbursement of the Original Work Allowance for hard costs, lien waivers by all contractors, subcontractors and materialmen (but not architects, engineers or other design consultants) for all such work and services (it being understood and agreed that conditional lien waivers shall be delivered for work which is the subject of Tenant Requisition in question and unconditional lien waivers shall be delivered for all completed work which was the subject of the previous Tenant Requisition). If a Tenant Requisition package is incomplete or defective, Landlord shall give written request notice to utilize a portion of Tenant within 10 Business Days after Landlord’s Contribution as an abatement receipt of such Tenant Requisition setting forth the reason(s) such Tenant Requisition is complete or defective. A Tenant Requisition for hard costs shall not be deemed incomplete by reason of the failure to submit one or more monthly installments lien waivers as long as the cost of Base Rent work or materials represented by missing lien waivers does not exceed (A) so long as hereinafter definedTenant is a BlackRock Tenant, $250,000 or (B) (otherwise, $50,000, in each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought case in the Contribution Request in connection with construction, design aggregate at any time and or other service and materials directly related Subject to and necessary in connection with the Expansion Project (“Refit Expenses”); CPI Increase. (iii) unless a Contribution Request Tenant is disputed by Landlord within ten (10) days from receipt by Landlordnot then in Material Default; provided, that if Tenant shall not be entitled to the Original Work Allowance because of the occurrence and continuation of any such Material Default, and provided this Lease shall be in full force and effect, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition request the Original Work Allowance pursuant to the foregoing: provisions of this Section 3.05 at such time as such event (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the Base Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(sor events) of Base Rent; and default shall no longer exist (Cprovided the other conditions for such funding otherwise remain satisfied). “Material Default” means (x) monthly abatements a default by Tenant in the payment of Base any Fixed Rent shall be applied to whole months and or other Recurring Additional Charges that continues beyond the expiration of any applicable notice and/or cure period therefor, or (y) if Tenant shall have no right to makes an assignment of its property for the benefit of creditors, or files a partial abatement voluntary petition under any bankruptcy or insolvency law, or an involuntary petition is filed against Tenant under any bankruptcy or insolvency law, or a petition is filed by or against Tenant under the reorganization provisions of monthly Base Rent other than with respect to any law of like import, or a receiver is appointed for the last Contribution Requestproperty of Tenant.

Landlord’s Contribution. Landlord shall contribute rent abatements up an amount not to the total amount product obtained by multiplying $34.00 by the number of ONE HUNDRED FIFTY THOUSAND DOLLARS rentable square feet comprising the Premises ($150,000.00the "Landlord's Contribution") (“Landlord’s Contribution”) on account to be applied toward the costs incurred by Tenant in connection with the Initial Improvements, including, without limitation, the costs incurred by Tenant in connection with any necessary demolition in the Premises and the preparation of the cost Plans. If the costs incurred by Tenant in connection with the Initial Improvements exceed the Landlord's Contribution, Tenant shall pay all of refurbishing the Leased Premises including design and engineering such excess costs. If the total costs incurred by Tenant in connection with the Initial Improvements is less than the Landlord’s 's Contribution shall then, at Tenant's option, the shortfall amount not to exceed $6 multiplied by the number of rentable square feet in the Premises may be available to used by Tenant only as follows: either, or both of (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly credit against the first installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); falling due during the Term of the Lease, or (ii) each Contribution Request shall include evidence reasonably satisfactory reimbursement to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request for actual, verifiable costs incurred by Tenant in connection with constructionmoving to the Premises. Upon written request of Tenant (not more frequently than once each month), design and Landlord shall pay all or other service and materials directly related any portion of the Landlord's Contribution to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord Tenant, within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission after receipt of (i) invoices, (ii) evidence satisfactory to Landlord that the work covered by such Contribution Request to Landlord; invoices has been completed in a satisfactory manner, (iii) all necessary lien waivers and sworn affidavits, (iv) marked copies of the originally approved Plans showing all substantial changes made in addition constructing the Initial Improvements during such period from the Plans as originally approved, and (v) such other documentation as Landlord may reasonably require under the circumstances. Tenant shall deliver as-built Plans to Landlord at the conclusion of Initial Improvements. Tenant shall pay to Landlord a fee for supervising the construction of the Initial Improvements, which fee shall be equal to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be out-of-pocket expenses incurred by Landlord in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than connection with respect to the last Contribution Requestsuch supervision.

Landlord’s Contribution. (a) Landlord shall contribute rent abatements up agrees to pay to Tenant an amount not to exceed Landlord’s Contribution toward the cost of performing Alterations in the Premises and other costs and expenses relating to the total occupancy of the Premises by Tenant (including, without limitation, the costs of installing a canopy pursuant to Section 2.2(e) and the costs of Alterations to the Premises previously performed by Tenant), provided as of the date on which Landlord is required to make any payment on account thereof as set forth below, (i) this Lease is in full force and effect, (ii) no Event of Default then exists under this Lease, and (iii) Boston Private Financial Holdings, Inc. and/or Affiliates of Boston Private Financial Holdings, Inc. is (or are) in occupancy of not less than sixty-five (65%) of the rentable area of the Premises then demised under this Lease. In no event will Landlord be obligated to pay to Tenant in the aggregate an amount in excess of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) (“Landlord’s Contribution”. (b) Landlord shall make progress payments to Tenant on account of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Initial Contribution on a monthly basis, to reimburse Tenant for payments previously made by Tenant on account of the work performed in performing Alterations during the previous month and other costs and expenses relating to the occupancy of the Premises by Tenant. Each of Landlord’s progress payments shall be available limited to an amount equal to the aggregate amount theretofore paid by Tenant only (as follows: certified by a duly authorized officer of Tenant and, with respect to Alterations, as also certified by Tenant’s independent architect) to Tenant’s contractors, subcontractors, and material suppliers that have not been subject to previous disbursements from Landlord’s Initial Contribution. In no event shall Landlord pay in the aggregate an amount greater than Landlord’s Initial Contribution. Provided that this Lease is in full force and effect and no Default of Tenant then exists, such progress payments shall be made within thirty (30) days after the delivery to Landlord of requisitions therefor, signed by a duly authorized officer of Tenant, setting forth the names of each contractor, subcontractor, payee, and supplier to whom payment has been made by Tenant, and the amount thereof, and accompanied by (i) evidence of payment by Tenant shall submit of the amounts sought to Landlord a written request to utilize a portion of Landlord’s Contribution be reimbursed (such as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”paid receipts); (ii) each Contribution Request shall include evidence reasonably satisfactory with respect to Landlord that Tenant has actually paid to contractors payments on account of Alterations, partial waivers of lien from all contractors, subcontractors, and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service material suppliers covering all work and materials directly related to and necessary in connection with that were the Expansion Project (“Refit Expenses”)subject of previous progress payments by Landlord; (iii) unless with respect to payments on account of Alterations, a Contribution Request written certification from Tenant’s architect that the work for which the requisition is disputed being made has been completed substantially in accordance with the plans and specifications approved by Landlord; and (iv) such other documents and information as Landlord may reasonably request. Notwithstanding anything to the contrary set forth in this Section 4.3, if Tenant does not pay any contractor, subcontractor or supplier as required by this provision, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to Tenant an invoice therefor, or, at Landlord’s election, be deducted from receipt the unpaid balance of Landlord’s Initial Contribution. (c) Landlord shall pay the final installment of the Landlord’s Initial Contribution to Tenant within thirty (30) days after delivery by Tenant to Landlord of a written requisition therefor, certified as true, correct and complete by a duly authorized officer of Tenant and accompanied by (i) copies of paid invoices, (ii) with respect to payments on account of Alterations, a written certification from Tenant’s architect stating that the Initial Installations described on such invoices have been completed in accordance with the plans and specifications approved by Landlord, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant waivers of lien with respect to such work (copies of which shall be included with such architect’s certification), (iii) with respect to payments on account of Alterations, proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by Governmental Authorities with respect thereto, (iv) if requested by Landlord, final “as-built” plans and specifications for the subject Alterations, and (v) such other documents and information as Landlord may reasonably request, in connection therewith. (d) Without limiting the foregoing, Tenant may requisition a portion of the Landlord’s Initial Contribution on a monthly basis, in order to reimburse Tenant for payments made by Tenant to Landlord on account of the Basic Rent payable hereunder, provided that all of the following conditions are satisfied: (i) this Lease is in full force and effect; (ii) no Event of Default then exists under this Lease; (iii) Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable provide not less than thirty (30) days from submission prior notice of its intention to requisition a portion of the Initial Contribution for reimbursement of payments made on account of Basic Rent, which notice shall specify the amount of such requisition and the applicable installments of Basic Rent; and (iv) such requisitions may be applied in equal amounts on account of not less than six (6) monthly installments of Basic Rent payable hereunder. (e) In no event shall Landlord be obligated to make any payments on account of the Landlord’s Additional Contribution Request prior to October 1, 2009. From and after October 1, 2009, Landlord shall make progress payments to Tenant on account of the Landlord’s Additional Contribution on a monthly basis, to reimburse Tenant for payments previously made by Tenant on account of the work performed in performing Alterations during the previous month and other costs and expenses relating to the occupancy of the Premises by Tenant. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amount theretofore paid by Tenant (as certified by a duly authorized officer of Tenant and, with respect to payments on account of Alterations, as also certified by Tenant’s independent architect) to Tenant’s contractors, subcontractors, and material suppliers that have not been subject to previous disbursements from Landlord’s Additional Contribution. In no event shall Landlord pay in the aggregate an amount greater than Landlord’s Additional Contribution. Provided that this Lease is in full force and effect and no Event of Default then exists, such progress payments shall be made within thirty (30) days after the delivery to Landlord of requisitions therefor, signed by a duly authorized officer of Tenant, setting forth the names of each contractor, subcontractor, payee, and supplier to whom payment has been made by Tenant, and the amount thereof, and accompanied by (i) evidence of payment by Tenant of the amounts sought to be reimbursed (such as paid receipts); (ii) with respect to payments on account of Alterations, partial waivers of lien from all contractors, subcontractors, and material suppliers covering all work and materials that were the subject of previous progress payments by Landlord; (iii) with respect to payments on account of Alterations, a written certification from Tenant’s architect that the work for which the requisition is being made has been completed substantially in accordance with the plans and specifications approved by Landlord; and (iv) such other documents and information as Landlord may reasonably request. Notwithstanding anything to the contrary set forth in this Section 4.3, if Tenant does not pay any contractor, subcontractor or supplier as required by this provision, Landlord shall have the right, but not the obligation, to promptly pay to such contractor or supplier all sums so due from Tenant, and Tenant agrees the same shall be deemed Additional Rent and shall be paid by Tenant within ten (10) days after Landlord delivers to Tenant an invoice therefor, or, at Landlord’s election, be deducted from the unpaid balance of Landlord’s Additional Contribution. (f) Landlord shall pay the final installment of the Landlord’s Additional Contribution to Tenant within thirty (30) days after delivery by Tenant to Landlord of a written requisition therefor, certified as true, correct and complete by a duly authorized officer of Tenant and accompanied by (i) copies of paid invoices, (ii) with respect to payments on account of Alterations, a written certification from Tenant’s architect stating that the Alterations described on such invoices have been completed in accordance with the plans and specifications approved by Landlord, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant waivers of lien with respect to such work (copies of which shall be included with such architect’s certification), (iii) with respect to payments on account of Alterations, proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by Governmental Authorities with respect thereto, (iv) if requested by Landlord, final “as-built” plans and specifications for the subject Alterations, and (v) such other documents and information as Landlord may reasonably request in connection therewith. (g) Without limiting the foregoing, after October 1, 2009 the Tenant may requisition a portion of the Landlord’s Additional Contribution on a monthly basis, in order to reimburse Tenant for payments made by Tenant to Landlord on account of the Basic Rent payable hereunder, provided that all of the following conditions are satisfied: (i) this Lease is in full force and effect; (ii) no Event of Default then exists under this Lease; (iii) Boston Private Financial Holdings, Inc. and/or Affiliates of Boston Private Financial Holdings, Inc. is (or are) in occupancy of not less than sixty-five (65%) of the rentable area of the Premises then demised under this Lease; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount provide not less than the lesser thirty (30) days prior notice of its intention to requisition a portion of the remaining unused portion Additional Contribution for reimbursement of Landlord’s Contribution payments made on account of Basic Rent, which notice shall specify the amount of such requisition and the Base Rent payable for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) applicable installments of Base Basic Rent; and (Cv) such requisitions may be applied in equal amounts on account of not less than six (6) monthly abatements installments of Base Basic Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestpayable hereunder.

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 rent abatements up an amount equal to the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ten dollars ($150,000.0010.00) 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”'s contribution shall be an amount equal to ten dollars ($10.00) on account 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 refurbishing which exceed, ten dollars ($10.00) per rentable square foot, then Landlord's contribution (the Leased Premises including design and engineering costs. Landlord’s Contribution "Additional Allowance") with respect to the additional space leased pursuant to that Offer Notice shall be available calculated at the rate set forth in that Offer Notice. Landlord will make payments to Tenant from the Additional Allowance only as follows: (i) Tenant in progress payments not more frequently than once per month, and shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least only make payments equal to the amount sought 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 Contribution Request in connection last 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, or if any liens are filed, the 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 substantial completion of the tenant's alterations and improvements associated with construction, design and such additional space (including any alterations or other service and materials directly related improvements to and necessary in connection the adjoining space which reasonably relate to integrating the additional space with the Expansion Project immediately adjoining space) as certified to Landlord by Tenant's architect or, if applicable, the date all such alterations or improvements would have been substantially complete but for Tenant Delay, (“Refit Expenses”); ii) Tenant's occupancy of the additional space for the conducting of business therein, or (iii) unless a Contribution Request is disputed by Landlord within ten one hundred twenty (10120) days from receipt after the delivery of the exclusive use and occupancy of the additional space to Tenant for the purpose of commencement by Landlord, Tenant of its alterations and improvements (or such longer period of time as may be provided for in the Offer Notice); provided that the commencement date as so established hereinabove shall not deny Tenant the right to any post-tenant occupancy free rent period provided for in the Offer Notice. Landlord shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission 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 Contribution Request additional space before Landlord delivers possession thereof to Landlord; (iv) Tenant, with any such removal to be performed in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than compliance with respect to the last Contribution Requestall applicable Hazardous Materials laws.

Landlord’s Contribution. Landlord shall contribute rent abatements an amount up to $32.00 per rentable square foot within the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) Premises (“Landlord’s Contribution”) on account toward the costs incurred for the Tenant Improvements and Change Orders. Landlord has no obligation to pay for costs of the Tenant Improvements or Change Orders in excess of Landlord’s Contribution. Tenant’s architect shall have the right to approve the general contractor’s applications for payment. If the cost of refurbishing the Leased Premises including design and engineering costsTenant 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 available to evidenced by paid invoices delivered by Tenant only as follows: (i) Tenant shall submit to Landlord a written request within thirty (30) days following the Lease Commencement Date. Tenant may elect to utilize apply a portion of Landlord’s Contribution as Contribution, up to an abatement of one or more monthly amount not to exceed $10.00 per rentable square foot within the Premises (the “Rent Credit”), to Tenant’s installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request and Tenant’s Share of Direct Expenses payable after the rent abatement period. The Rent Credit, if any, shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection be applied commencing with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement first installments of Base Rent monthly installment(s) first and Tenant’s Share of Direct Expenses payable not less than thirty (30) days from submission of after the rent abatement period and such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant application shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser continue until all of the available Rent Credit has been applied to Tenant’s rental obligations. Any remaining unused portion of Landlord’s Contribution and which is unspent for Tenant Improvements or Moving Expenses as of the Base Rent payable for one thirty-fourth (134th) month following the Lease Commencement Date and shall specify how which are in excess of the Rent Credit available to Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied retained by Landlord without further credit or payment to whole months and Tenant. Landlord shall cause one test-fit for the Premises to be prepared at Landlord’s cost if Landlord’s architect is employed; or at Tenant’s cost; if Landlord’s architect 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 have provide the CADD files to Tenant at no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Requestcost.

Landlord’s Contribution. Landlord Tenant shall contribute rent abatements up be entitled to a one-time tenant improvement allowance in the total amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) 3,405,655.00 (“Landlord’s Contribution”) on account for the costs relating to the initial design and construction of the cost of refurbishing Tenant’s improvements, which are permanently affixed to the Leased Premises including design and engineering costs(the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter (i) in a total amount which exceeds the Landlord’s Contribution, or (ii) if Tenant fails to pay any portion of any Over-Allowance Amount (defined below) when required below. All Tenant Improvements for which the Landlord’s Contribution has been made available shall be available to Tenant only as follows: (i) deemed Landlord’s property under the terms of the Lease. Tenant shall submit not be entitled to Landlord a written request receive any portion of Landlord’s Contribution not actually expended in the performance of the Tenant Improvements in accordance with this Work Letter, nor shall Tenant have any right to utilize a apply any unexpended portion of Landlord’s Contribution as an abatement a credit against Rent or any other obligation of one or more monthly installments Tenant under the Lease. Tenant hereby acknowledges and agrees that any unused portion of Base Rent (as hereinafter defined) (each a “the Landlord’s Contribution Request”); (ii) each Contribution Request remaining upon the completion of the Tenant Improvements shall include evidence reasonably satisfactory to be retained by Landlord that and Tenant has actually paid to contractors and other relevant professionals an amount at least equal to shall have no further right thereto. To the extent the total cost of the Tenant Improvements is less than the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by of Landlord’s Contribution, Tenant shall be entitled have the right to abatement use up to two dollars ($2.00) per rentable square foot of Base Rent monthly installment(s) first payable not less than Landlord’s Contribution for Tenant’s fixtures, equipment and furniture in the Leased Premises (the “Soft Cost Allowance”). After all costs of the Tenant Improvements have been paid in full, Landlord shall disburse for the Soft Cost Allowance directly to Tenant within thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the Base Rent payable receipt from Tenant of original or certified copies of all invoices for one (1) month and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than such expenses, together with respect to the last Contribution Requestreasonable supporting documentation.

Landlord’s Contribution. (a) Landlord shall contribute rent abatements reimburse Tenant (or, at Tenant’s request, pay directly to Tenant’s general contractor or construction manager) for costs incurred by Tenant for Tenant’s Initial Work performed within 3 years after the Possession Date (the “Work Reimbursement Period”) up to an amount (the “Work Allowance”) equal to $75.00 per rentable square foot of the Premises initially demised under this Lease, upon the following terms and conditions: (A) The cost of Tenant’s Initial Work (as reasonably estimated by a licensed general contractor selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed) shall be paid by Landlord and Tenant pro rata based on the proportion that the amount of the Work Allowance bears to the total cost of Tenant’s Initial Work as so estimated by such general contractor (e.g., if the amount of ONE HUNDRED FIFTY THOUSAND DOLLARS the Work Allowance is 30% of the estimate of the total cost of Tenant’s Initial Work, then, subject to the other requirements of this Section 3.03, Landlord shall be required to disburse 30% of the total cost of any portion of Tenant’s Initial Work costs for which a disbursement is sought by Tenant, until Landlord has disbursed the full amount of the Work Allowance); provided that in no event shall Landlord pay more than the amount of the Work Allowance, it being agreed that if the total cost of Tenant’s Initial Work exceeds the estimate on which the pro rata payments were based, after the Work Allowance is exhausted, all costs of Tenant’s Initial Work shall be paid by Tenant without any contribution by Landlord. The Work Allowance shall be payable to Tenant ($150,000.00or to Tenant’s general contractor or construction manager, as directed by Tenant) in installments as Tenant’s Initial Work progresses, but in no event more frequently than monthly. Installments of the Work Allowance shall be payable by Landlord within 30 days following Tenant’s satisfaction of (“or substantial compliance to Landlord’s Contribution”reasonable satisfaction with) on account each of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one conditions required for disbursement set forth in this Section 3.03(a), it being understood that minor or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence insubstantial deviations from any documentary requirements included in said conditions that are otherwise reasonably satisfactory to Landlord shall not result in a withholding of the installment of the Work Allowance requested by Tenant. (B) Prior to the payment of any installment, Tenant shall deliver to Landlord a request for disbursement (each being hereinafter called a “Tenant Requisition”), which shall be accompanied by (1) invoices for Tenant’s Initial Work performed or incurred since the last Tenant Requisition and disbursement of the Work Allowance, (2) a certificate signed by Tenant’s architect and an officer of Tenant certifying that to such architect’s and officer’s knowledge, Tenant’s Initial Work and services represented by the aforesaid invoices have been satisfactorily completed in substantial accordance with the plans and specifications therefor approved by Landlord to the date of such certification, and have not been the subject of a prior disbursement of the Work Allowance, and (3) lien waivers by architects, contractors, subcontractors and all materialmen for all such work and services (it being understood and agreed that conditional lien waivers shall be delivered for work which is the subject of Tenant has actually paid Requisition in question and unconditional lien waivers shall be delivered for all completed work which was the subject of the previous Tenant Requisition). If any matter concerning a Tenant Requisition is disputed by Landlord, any undisputed portion thereof shall be funded by Landlord without limiting Landlord’s rights to contractors dispute the disputed portion, and other relevant professionals such dispute with respect to such disputed portion shall be resolved by arbitration in accordance with the provisions of Section 8.09. Each installment payment of the Work Allowance shall be limited to an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related requested by Tenant pursuant to and necessary in connection with the Expansion Project (“Refit Expenses”); (iii) unless a Contribution Request is disputed by Landlord within ten (10) days from receipt by Landlord, Tenant shall be entitled to abatement of Base Rent monthly installment(s) first payable not less than thirty (30) days from submission of such Contribution Request to Landlord; (iv) in addition to the foregoing: (A) Tenant shall be limited to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than the lesser of the remaining unused portion of Landlord’s Contribution and the Base Rent payable for one clause (1) month of this paragraph. In addition, if the amount requested by Tenant does not already reflect the Minimum Retainage against the amount requested by the applicable contractor or subcontractor, then Landlord shall be permitted to retain from each disbursement an amount equal to the Minimum Retainage of the amount requested to be disbursed by Tenant. “Minimum Retainage” means (1) 10% until at least 50% of Tenant’s Initial Work is substantially complete and shall specify how Tenant intends to apply the Base Rent abatements to upcoming monthly installment(s) of Base Rent; paid for and (C2) monthly abatements of Base Rent shall be applied to whole months and Tenant shall have no right to a partial abatement of monthly Base Rent other than with respect to the last Contribution Request5% thereafter.

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 shall contribute rent abatements up to (subject to, and in accordance with, the total amount provisions of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00this paragraph) (“Landlord’s Contribution”) on account of the cost of refurbishing the Leased Premises including design and engineering costs. Landlord’s Contribution shall be available to reimburse Tenant only as follows: (i) Tenant shall submit to Landlord a written request to utilize a portion of Landlord’s Contribution as an abatement of one or more monthly installments of Base Rent (as hereinafter defined) (each a “Contribution Request”); (ii) each Contribution Request shall include evidence reasonably satisfactory to Landlord that Tenant has actually paid to contractors and other relevant professionals an amount at least equal to the amount sought in the Contribution Request in connection with construction, design and or other service and materials directly related to and necessary for its expenses incurred in connection with the Expansion Project 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 (“Refit Expenses”"Tenant's Work"); . Landlord's reimbursement to Tenant in connection with Tenant's Work, however, shall in no event exceed, in the aggregate, $753,510.00 (iii"Landlord's Base Contribution"). Tenant may by written notice delivered to Landlord ("Tenant's Contribution Notice") unless a Contribution Request is disputed by Landlord within not later than ten (10) days from receipt 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 defined as "Landlord's Additional Contribution"). In the event that Tenant makes the foregoing election in accordance with the terms hereof, (i) the 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 $631,420.00, then the Yearly Fixed Rent shall be increased by $168,336.58 per annum. For purpose 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 Landlord's Additional Contribution and the increase in the Yearly Fixed Rent. Tenant shall be entitled to abatement be reimbursed not more than fifteen percent (15%) of Base Rent monthly installment(sLandlord's Contribution for architectural and engineering fees, and permit and filing fees in connection with Tenant's Work. (i) first payable the percentage of completion attained with respect to each item of Tenant's Work and the cost incurred by Tenant with respect to such item, and (ii) that the portion of Tenant's Work theretofore completed has been completed in a good and workmanlike manner, to the satisfaction of Tenant's architect, substantially in accordance with Tenant's approved plans and specifications and substantially in compliance with all laws, ordinances, orders, regulations and requirements of all public authorities having jurisdiction over the Demised Premises, together with evidence of Tenant's payment to contractors, suppliers and vendors in accordance with such requisition. Provided that Tenant shall not less than 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, reimbursements shall be made for work completed and paid for as certified in Tenant's request and its architect's requisition, subject to a retention of ten (10%) percent until Tenant's Work shall have been finally completed. 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, within thirty (30) days from submission following the last to occur of: (u) Tenant's request for payment of such Contribution Request to the final installment of Landlord; 's Contribution, (ivv) completion of Tenant's Work in addition accordance with the provisions of the Lease, (w) the certification of Tenant's architect that the same has been completed in a good and workmanlike manner, to the foregoing: satisfaction of Tenant's architect, substantially in accordance with Tenant's approved plans and specifications and substantially in compliance with all laws, ordinances, orders, regulations and requirements of all public authorities having jurisdiction over the Demised Premises, (Ax) delivery by Tenant to Landlord of waivers of lien from all contractors who shall have performed work or furnished services, materials or supplies in connection with Tenant's Work, (y) delivery by Tenant to Landlord of "as built" drawings (or marked final working drawings) with respect to Tenant's Work, and (z) evidence of Tenant's payment to contractor of all amounts requested for reimbursement by Tenant, the balance of Landlord's Contribution (but not in excess of the total cost of Tenant's Work) which has not been previously disbursed shall be limited disbursed to no more than three (3) contribution requests per year; (B) each Contribution Request shall be in an amount not less than Tenant. Notwithstanding the lesser of the remaining unused portion of Landlord’s Contribution and the 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 Base Rent; and (C) monthly abatements of Base Rent shall be applied to whole months and Tenant foregoing, Landlord shall have no right further obligation to a partial abatement of monthly Base Rent other than disburse Landlord's Contribution to Tenant with respect to any request for reimbursement from Tenant not received within twelve (12) months after the last Contribution RequestExpansion Space Commencement Date in accordance with the terms of this paragraph.