Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct and do such other work (collectively, the The term “Landlord’s Work”” shall mean the obligation for Landlord (i) in substantial conformity to deliver each Phase Premises to Tenant on the Delivery Date (herein defined) and (ii) to provide Tenant with the plans and outline specifications Building standard blinds for each Phase Premises at Landlord’s cost (which window blinds shall be installed by Tenant as part of the plans prepared by Initial Tenant Work and dated , which will be attached hereto, made a not as part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work). The “Delivery Date” with respect to each Phase Premises shall mean the date on which such Phase Premises are delivered to Tenant (i) in broom clean condition, free of other occupants and tenants and their personal property, except (x) all existing cabling in the Initial Premises and (y) the furniture existing in the Initial Premises as of the date that Landlord granted Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises access to the New Premises. No portion Initial Premises pursuant to that certain License Agreement between them dated as of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for July ___, 2019 (the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation “Existing Furniture,” which shall be paid conveyed to Tenant within 30 days pursuant to a separate Bill of written request by Tenant but not sooner Sale in the form attached hereto as Schedule C-1), and (ii) with all Base Building systems serving such Phase Premises in good working order and condition. Notwithstanding anything herein to the contrary, Landlord agrees to and shall be responsible for removing all existing cabling in each Phase Premises other than the existing cabling in the Initial Premises prior to the applicable Term Commencement Date with respect to each Phase Premises other than the Initial Floor Space Commencement Premises. As of the Effective Date, but Landlord has not received any written notice that the Building, including without limitation the existing internal stairwells, or the Common Areas are in violation of applicable Laws (including the Americans with Disabilities Act). To the extent required in order for Tenant to obtain a certificate of occupancy for a Phase Premises, Landlord shall correct any event shall be requested within six (6) months non- compliance of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition Common Areas with applicable Laws, except to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred extent such non-compliance is triggered by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space particular use (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (cjust general office use) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence any improvements performed by or on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for behalf of Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Prior to the Expansion Date, Landlord shall construct perform, at its sole cost and do such other work (collectivelyexpense and in compliance with all applicable laws, the work shown on Exhibit “A” (“Landlord’s Work”). Landlord’s Work includes painting and carpeting, in a color of Tenant’s choice using building standard materials (except as otherwise shown on Exhibit A), of: (1) in substantial conformity with the plans Additional Premises; and outline specifications (2) only those portions of the plans prepared by and dated , which will be attached hereto, made Suite 315 that have been disturbed as a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction result of Landlord’s Work (the “Landlord Allowance”)therein. All costs of the Landlord’s Work in excess of the Landlord Allowance shall does not include any workstations, cubicles, furniture, equipment or other personal property that may be borne by Tenant, shown or depicted on Exhibit “A”. (b) Tenant acknowledges and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in agrees that the performance of Landlord’s Work, Tenant Work may choose result in some interference with Tenant’s ability to use up to $5.00 per RSF of any excess Landlord Allowance for and enjoy the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Building Seven Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of will exercise reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor efforts to complete the Landlord’s Work and/or in a time and manner to minimize such interference. Tenant also acknowledges and agrees that certain work to the Base Building Conditions so long as Tenant pays for the increased costs to Seven Premises may be incurred performed by Landlord for after possession of the Additional Premises has been delivered, such overtime labor. (b) as, but not necessarily limited to, fire alarm and life safety work. Landlord shall exercise reasonable efforts to complete this work at a time and in a manner which does not unreasonably interfere with Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for use of the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Building Seven Premises, but the performance of this work after possession has been delivered shall not entitle Tenant to an abatement, offset or reduction in which case, Tenant shall approve preliminary plans for Minimum Rent or the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein other sums due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedLease. (c) If any material revision or supplement to Landlord’s Work The Expansion Date is deemed necessary by LandlordJune 1, those revisions and supplements shall be submitted to Tenant for approval, which approval shall 2017. Landlord is not be unreasonably withheld or delayed. If Landlord shall be responsible if the Expansion Date is delayed in such “substantial completion” as a result because of (i) Tenant’s request for materials, finishes actions or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaseomissions.

Landlord’s Work. Landlord will make certain improvements to the Premises (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) as set forth on the Space Plan and that Landlord Work Exhibit attached hereto as Schedule 1 (collectively, the “Plan”) and previously approved by Tenant. As noted in substantial conformity with the plans and outline specifications of the plans prepared by and dated Schedule 1, which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction certain items of Landlord’s Work (shall be performed at the “cost and expense of Landlord Allowance”). All costs and certain items of the Landlord’s Work in excess of the Landlord Allowance shall be borne performed by Tenant, Landlord and Tenant shall be paid to reimburse Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefortherefor upon demand. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance said Plan or any part of Landlord’s WorkWork require the preparation or development of additional plans or specifications, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) then Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within have five (5) business days of from Landlord’s written notice submission of such additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such five (5) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Xxxxxx’s approval thereof. Tenant’s disapproval of such new lease for plans and specifications shall specifically identify the Original Premises; (iii) Tenant nature of such disapproval. Landlord shall approve permitted then have such plans for the Initial Floor Space by March 15, 2012 and permitted specifications amended to incorporate those items specified in Tenant’s disapproval to which Xxxxxxxx agrees. Tenant’s approval of such plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed. If Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated on Schedule 1 attached hereto except pursuant to Section 4 below. Upon approval, or deemed approval, of such additional plans and specifications the same shall be deemed the “Plan” for the purposes of this Work Letter. Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of perform Landlord’s Work is requested using building standard materials, quantities and procedures then in use by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change orderLandlord. Landlord’s Work constitutes an Alteration under Article 8 shall specifically exclude (i) the installation of the Leasefurniture and (ii) any work included in Tenant’s Work.

Landlord’s Work. Following execution of this Lease by Landlord and --------------- Tenant, Landlord shall cause the Premises to be built-out and delivered to Tenant in accordance with working drawings, plans, and specifications for the Premises prepared by Facility Solutions, based on a scope of work and specifications supplied by Tenant. The build-out of the Premises shall be completed by Landlord's Contractor, or such other contractor selected by Landlord and approved by Tenant without unreasonably withholding such approval, in a good and workmanlike manner. Subcontracting work shall be competitively bid to three subcontractors. Tenant shall have the ability to recommend subcontractors, and Landlord shall not unreasonably withhold its consent to submitting bids to such recommended subcontractors. The working drawings, plans, and specifications for Landlord's Work shall be those attached hereto, or if no such working drawings, plans, and specifications are attached, then, (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days after execution of this Lease, Tenant shall provide Landlord with sufficient information concerning the scope of work and specifications to enable Landlord to prepare working drawings, plans, and specifications for the build-out of the Premises, and (b) Landlord and Tenant shall, within fifteen days after the date that Landlord submits such working drawings, plans, and specifications to Tenant for Tenant's approval, mutually approve such working drawings, plans, and specifications ("Landlord’s 's Work"). If Landlord and Tenant have not agreed on such working drawings, plans, and specifications within 15 days following Landlord's delivery of working drawings, plans, and specifications to Tenant, then Landlord may, at its election, terminate this Lease upon 15 days written notice to Tenant of Tenant, if the parties are still unable to agree on working drawings, plans, and specifications during such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th 15 day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012period. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding Notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date herein: (i) Landlord's Work shall be on March 1completed in compliance with all applicable laws, 2013codes, ordinances and other governmental requirements then applicable to the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 Premises and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedBuilding. (cii) If any material revision or supplement to Landlord’s 's Work is deemed necessary by Landlord, those revisions and supplements shall be submitted done pursuant to either a fixed-price construction contract or a cost plus fee construction contract subject to a guaranteed maximum price (the "Construction Contract"). Tenant for approvalshall have the right to approve the Construction Contract, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) beyond 2 business days after Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days 's receipt of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasecontract.

Landlord’s Work. (a) Landlord shall construct deliver the Premises to Tenant in the configuration depicted in the plan attached hereto as Exhibit B (excluding work identified in Exhibit B to be performed by Tenant). Landlord shall perform the following work in the Premises at Landlord’s sole cost and do such other work expense (collectively, the “Landlord’s Work”): (i) in substantial conformity with re-paint the plans Premises; and outline specifications (ii) re-carpet the Premises. At the direction of Tenant, and at Tenant’s sole cost and expense, Landlord shall paint select locations of the plans prepared Premises, as determined by Landlord, with “IdeaPaint.” Subject to obtaining the Landlord’s consent in accordance with Article IX, Tenant may, at Tenant’s sole cost and dated expense, which will perform the following additional work, to be attached hereto, made performed by a part hereof contractor approved by Landlord (the “Tenant’s Work”): (i) install new doors; (ii) install additional lighting; (iii) install marker wallpaper; and collectively marked as Exhibit (iv) install additional cabling. Tenant’s Work shall be considered “C-1”alterations” for purposes of this Lease and shall be subject to the provisions of Article IX. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid use reasonable efforts to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to substantially complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs by December 16, 2018. Landlord shall use reasonable efforts to be incurred by notify Tenant, orally or in writing, of any circumstances of which Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges is aware that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs have caused or may cause a lease with a new tenant for the Original Premises, delay in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of the Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the LeaseWork. Notwithstanding anything to the contrary stated in Article 2(b)herein, (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 shall become part of the LeasePremises and shall become the property of Landlord and remain upon the Premises as a part thereof upon the expiration or earlier termination of the Lease Term.

Landlord’s Work. (a) Landlord shall construct and do such other work perform improvements (collectively, the “Landlord’s Work”) in substantial conformity the Premises in accordance with the plans attached Work Letter and outline specifications of the plans prepared by all such improvements shall be in compliance with all applicable laws, codes and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”regulations. Landlord shall only engage The Richmond Group as the general contractor for the performance of the tenant improvements in the Work Letter that are identified with an “X” in the column labeled “Tenant” (the ‘‘Tenant Items”). The items on the Work Letter that are identified with an “X” in the column labeled “Landlord” shall be responsible performed by Landlord at Landlord’s sole cost and expense with contractors chosen at Landlord’s sole and absolute discretion. All costs for payment of a maximum the Tenant Items in the Work Letter shall be paid solely with funds from the TI Allowance (defined below). Notwithstanding anything herein to the contrary, Landlord shall not be required to spend more than the TI Allowance (defined below) for the Tenant Items and any cost of $34.00 per rentable square foot for the design and construction portions of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work that are Tenant Items which are in excess of the Landlord TI Allowance shall be borne paid by Tenant. For purposes of this Lease, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance “substantial completion” of Landlord’s Work, Tenant may choose Work shall be deemed to occur when the Premises are ready for Tenant’ occupancy except for minor items which do not cause material interference with Tenant’s use up to $5.00 per RSF and occupancy of any excess the Premises with Landlord Allowance having obtained a certificate of occupancy for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the If substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign is delayed by a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b)Delay, then notwithstanding anything substantial completion shall be deemed to the contrary contained in Article 2, occur on the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlordin the Premises would have been substantially completed but for the occurrence of any Tenant Delay. As used herein, those revisions and supplements a “Tenant Delay” shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed mean each day of delay in such “substantial completion” as a result the performance of (i) Tenant’s request for materials, finishes or installations other than the Landlord’s standard; Work that occurs (iia) Tenant’s changes in said plans; (iii) the performance or completion because of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to timely deliver or approve any required documentation such as any design or space plans (it being agreed that Tenant shall have a reasonable time to review and comment on any such design or space plan, which reasonable time shall be no less than five (5) business days), (b) because of any change by Tenant to any design or space plans after the same have been approved as final by Tenant in writing, or (c) because Tenant or its employees, agents, or contractors otherwise delay completion of the Landlord’s Work. On or before October 15 2018, Tenant’s architect shall deliver all plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) drawings, narratives and other materials required for submission of a TAA to Massport. For avoidance of doubt, Tenant’s failure to meet cause its architect to delivery such plans by such date shall be a Tenant Delay. In the event Tenant does not spend the entire TI Allowance, all remaining TI Allowance funds shall remain property of Landlord. Tenant shall not be obligated to pay any charge for the use of the Milestones referenced in Article 3(bbuilding services (including, but not limited to, parking, freight elevators, loading docks, air handling capacity, utilization of the building chases for ducting purposes, and electricity) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope during construction of Landlord’s Work is requested or during Tenant’s move into the Premises. The loading dock which may be used by Tenant, then such increased costs associated with such requested change over and above Tenant during the Landlord Allowance Term shall be paid by Tenant upfront and such occurrence identified on a ground floor plan to be attached hereto as Exhibit A-1. Landlord shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but provide for Tenant’s Delay or Tenant’s change orderexclusive use a generator with an output not to exceed 250kW. Landlord shall contribute an amount not to exceed $50,000 towards the generator costs, which shall include but are not limited to the procurement and installation of the generator and transfer switch (collectively, the “Generator Installation Costs”), but shall exclude any costs related to any dunnage installation to the Building necessary to install the generator (the “Generator Dunnage Costs”). The Generator Dunnage Costs shall be the sole responsibility of Landlord. All Generator Installation Costs in excess of Landlord’s Work constitutes an Alteration under Article 8 $50,000 contribution, exclusive of the LeaseGenerator Dunnage Costs, shall be borne by Tenant. In addition, Tenant shall have the right, subject to Article 6.2.4, to install HVAC equipment, antennas and satellite dishes on the roof or other part of the Building.

Landlord’s Work. (a) Landlord shall construct and do such other work (For purposes of this lease, "Landlord's Work" means, collectively, the “Landlord’s Work”) alterations and improvements to the demised premises to be constructed and/or installed by Landlord in substantial conformity accordance with the plans terms and outline specifications conditions of the plans prepared by this lease, as more particularly described in Exhibit ________ attached to and dated , which will be attached hereto, hereby made a part hereof and collectively marked as Exhibit “C-1”of this lease. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for use commercially reasonable efforts to "Substantially Complete" the design and construction of Landlord’s 's Work not later than ________, 20________ (the “Landlord Allowance”"Substantial Completion Target Date"). All costs For purposes of this lease, Xxxxxxxx's Work shall be deemed to be "Substantially Complete" as of the Landlord’s Work in excess of date on which the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of general contractor or the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred architect employed by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or floors in which permanent certificate of occupancy has been issued by the Milestone or Milestones were missed. (c) If any material revision or supplement governmental authority having jurisdiction with respect to Landlord’s 's Work is deemed necessary by or the governmental authority having jurisdiction with respect to Landlord, those revisions and supplements 's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall be submitted have no liability whatsoever to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If in the event that Landlord shall be delayed in such “substantial completion” fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any 's Work which shall be incomplete as of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment date of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope Substantial Completion of Landlord’s 's Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Leaseas soon as possible thereafter. Notwithstanding anything to the contrary stated set forth elsewhere in Article 2(bthis lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Xxxxxx as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Xxxxxxxx's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or (d) abovewarranties whatsoever to Tenant with respect to the demised premises, the Initial Floor Space condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Xxxxxx's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Xxxxxxxx's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasedemised premises.

Landlord’s Work. (a) Landlord A. Subject to the provisions of this Exhibit B-1, Landlord, at Landlord’s sole cost and expense, shall construct obtain all permits and do such other approvals necessary in connection with, and perform, the base building work (collectively, the “Landlord’s Work”) as defined in substantial conformity with the plans and outline specifications Base Building Specifications (“Base Building Specifications”) attached hereto as Exhibit B-2. Subject to delays due to Force Majeure (as defined in Section 6.1 of the plans prepared by and dated Lease) or attributable to a Tenant Delay (as hereinafter defined), which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible use reasonable efforts to substantially complete (as defined below) the Landlord’s Work (other than the Remaining Landlord’s Work (as defined below)) by the Estimated Commencement Date, but Tenant shall have no claim against Landlord for payment of a maximum cost of $34.00 per rentable square foot for the design and failure so to complete construction of Landlord’s Work (Work, except as expressly set forth in Section 1.1 below. Landlord shall have the “Landlord Allowance”). All costs right to immediately cease performance of the Landlord’s Work in excess if an Event of Default occurs for so long as the same remains uncured. Landlord Allowance shall promptly apply for and obtain all permits and approvals required for Landlord’s Work and promptly thereafter commence Landlord’s Work and diligently prosecute the same to substantial completion, subject only to Force Majeure and Tenant Delay. Landlord’s Work shall be borne by performed in a good and workmanlike manner substantially in accordance with the Base Building Specifications and in accordance with all applicable Legal Requirements. Landlord shall not materially modify or materially vary from the Base Building Specifications without Tenant’s prior written consent in each instance, and which consent shall not be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation thereforunreasonably withheld, conditioned or delayed. Should Landlord not require usage of the full amount of the Landlord Allowance in Xxxxxxxx’s tentative schedule for the performance of Landlord’s Work, Work is attached hereto as Exhibit I. Landlord shall keep Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months reasonably informed of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord status of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises . B. The “Tenant Access Date” shall be delivered to Tenant with defined as the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request date that Landlord use overtime labor to complete the Landlord’s Work and/or is sufficiently complete so as to make the Base Building Conditions so long watertight as Tenant pays for the increased costs to be incurred reasonably determined by Landlord by written notice to Tenant. Landlord shall provide Tenant with not less than twenty (20) days prior written notice of the anticipated Tenant Access Date. To the extent the Tenant Access Date has not occurred by January 1, 2016, then for such overtime labor. each day thereafter until the Tenant Access Date occurs, the Rent Commencement Date shall be extended by one (b1) Tenant’s construction approval dates (“Milestones”) are as follows: day, but (i) only to the extent Tenant shall approve preliminary plans for is actually delayed in the Initial Floor Space by February 29performance of the Tenant’s Work as a result thereof, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); and (ii) Tenant shall approve preliminary plans for notwithstanding the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premisesforegoing, in which caseno event shall the Rent Commencement Date be extended by more than the number of days after May 1, 2016 that Tenant’s Work is not substantially complete. By way of example, if the Access Date occurs on January 15, 2016, but Tenant shall approve preliminary plans for is only actually delayed in the Subsequent Floor Space within performance of the Tenant’s Work as a result thereof by five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b)days, then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Rent Commencement Date shall only be on March 1delayed by the lesser of (A) five (5) days, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (cB) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any changeafter May 1, revision or supplement to the scope of Landlord2016 that Tenant’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Leasesubstantially complete. Notwithstanding anything to the contrary stated in Article 2(b00 Xxxxxxxx Xxxxxx - Fractyl (FINAL), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct the base-building elements of the Building (the "Base Building Work"), the sitework on the Land, and do such other work the parking structure and surface parking areas on the Land, all in accordance with the Design Specifications attached hereto as Schedule I (collectively, "Landlord's Work"). All of Landlord's Work shall be performed in a good and workmanlike manner, in accordance with plans and specifications ("Landlord's Plans") mutually approved by Landlord and Tenant. Tenant's approval of Landlord's Plans shall not be unreasonably withheld, conditioned or delayed, and Tenant shall not be entitled to condition its approval of Landlord's Plans upon the “Landlord’s Work”) in substantial conformity inclusion therein of any design specifications that are inconsistent with the plans Design Specifications attached hereto as Schedule I (including requiring a higher performance standard than any performance standard expressly set forth in Schedule I). Tenant shall respond to any request for approval of Landlord's Plans, or any portion or progress set thereof, or any modifications thereto, as promptly as reasonably possible and outline specifications in any event within ten (10) business days in the case of the plans prepared by original complete set of Landlord's Plans and dated any structural modifications thereto and within two (2) business days in the case of any nonstructural modifications to Landlord's Plans, which will and Tenant's failure to respond within such time periods shall be attached heretoreferred to herein and in the Lease as a "Tenant Delay." In the event Tenant disapproves Landlord's Plans or any portion thereof or any modifications thereto, made a part hereof and collectively marked as Exhibit “C-1”Tenant's notice of disapproval shall specify in detail the reasonable basis for such disapproval. Landlord shall only promptly make such revisions to Landlord's Plans as may be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by necessary to address Tenant's reasonable objections, and shall resubmit Landlord's Plans to Tenant for Tenant's approval. Tenant shall review such revised plans as promptly as reasonably possible and notify Landlord whether Tenant approves or reasonably disapproves Landlord's Plans as modified. This process shall be paid repeated, if necessary, until Tenant's reasonable objections to Landlord within thirty (30) days of delivery of an invoice Landlord's Plans have been addressed and reasonable documentation thereforTenant has approved Landlord's Plans. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance After approval of Landlord’s 's Plans, Tenant shall have the right to initiate changes to Landlord's Plans or Landlord's Work, Tenant may choose subject to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days Landlord's approval of Landlord’s written notice to Tenant of any such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approvalproposed change, which approval shall not be unreasonably withheld withheld, conditioned or delayed, and (ii) Landlord's and Tenant's mutual agreement concerning (and execution of a change order or other written confirmation of) (A) any net increase in design or construction costs resulting from such change, all of which increased costs shall be borne solely by Tenant, and (B) any delay such change will cause in the completion of Landlord's Work or the achievement of any milestone date(s), which delay shall not extend the Lease Commencement Date or the commencement of Tenant's rental obligations under the Lease (but shall appropriately extend any affected milestone date(s)) and shall be deemed a "Tenant Delay" for purposes hereof and of the Lease. If Landlord shall be delayed responsible for causing Landlord's Work to comply with all applicable legal requirements, including (without limitation) requirements of building codes, environmental laws and the Americans with Disabilities Act, and Landlord shall indemnify Tenant and hold it harmless with respect to any loss, cost, damage or liability resulting from Landlord's breach of this obligation (which indemnification shall survive the expiration or termination of the Lease). In constructing the Base Building Work, Landlord shall perform and install all work and materials designated "Base Building" in Schedule II attached hereto. In performing the Base Building Work, Landlord shall use best efforts to achieve the milestone dates set forth in Schedule III attached hereto. In the event Landlord fails to achieve any of said milestone dates, except to the extent such “substantial completion” as a result failure is caused by any Tenant Delay, the December 29, 1995 date set forth in Section 3.2 of the Lease shall be extended by one (i1) Tenant’s request day for materialseach day of delay in achieving the milestone date; provided, finishes or installations other than Landlord’s standard; however, that such extension shall not occur if (iiand then only to the extent) Tenant’s changes Landlord and Tenant mutually agree and acknowledge in said plans; (iii) writing that the performance or completion of the Tenant Work (as defined below) was not delayed by reason of the delay in achieving Landlord's milestone date. Tenant agrees to use good faith reasonable efforts to counter the effect of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated delay by Landlord in its reasonable discretionachieving any milestone date; or however, Tenant shall not be obligated to expend any additional amounts in such efforts (ve.g., by employing overtime labor) Tenant’s failure unless Landlord agrees in advance to meet bear any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs incremental cost associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and efforts (whether or not such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/efforts are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(bultimately successful), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) On the Commencement Date, Landlord shall construct deliver the demised premises to Tenant in its “as- is” condition, subject to the following (collectively, “Landlord’s Work”): (i) all existing furniture, fixtures and do such other work equipment identified on the inventory schedule annexed hereto as Exhibit C shall remain in the demised premises (collectively, the “Furniture”); (ii) all building systems shall be in good working order and delivered fully functional; (iii) all data and telecommunication infrastructure shall be in place with all termination points un-cut and in good working order; (iv) any and all damage caused by the existing tenant’s move-out shall be repaired; and (v) Landlord shall provide Tenant with a clean ACP-5 for the demised premises. Landlord’s Work shall be performed by Landlord at its sole cost and expense, subject to the limitations set forth in Section 89(b) below, in a first class and good and workmanlike manner and in accordance with applicable laws. Landlord shall endeavor to give Tenant five (5) days’ advance notice of the Commencement Date. (b) Notwithstanding anything to the contrary contained herein, during the Term, Tenant shall have the right to use the Furniture at no additional cost to Tenant. Tenant hereby acknowledges that it is taking the Furniture in its “AS -IS, WHERE IS” condition with any and all faults existing on the date hereof, and that Landlord makes no representations or warranties as to the merchantability or condition of the Furniture. The Furniture shall be the property of Tenant, and to the extent any Furniture is damaged, destroyed, or in need of repair, Landlord shall be under no obligation to repair and/or replace same, all of which repair work and/or replacements shall be the responsibility of Tenant. (c) Notwithstanding anything to the contrary contained herein, in the event Landlord is delayed in completing Landlord’s Work due to delay caused by Tenant and Tenant does not cease such delay within two (2) days of receiving written notice of such delay (a “Tenant Delay”), the applicable Landlord’s Work shall be deemed substantially completed on the date it reasonably would have been substantially completed but for the Tenant Delay, and the Commencement Date shall be the date it would have been but for the Tenant Delay. Tenant agrees that in the event its contractors and subcontractors are performing any Tenant’s Work simultaneously with the performance Landlord’s Work”) in substantial conformity , Tenant will use commercially reasonable efforts to minimize interference with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction Landlord’s performance of Landlord’s Work (the “Landlord Allowance”). All costs of the LandlordWork; should Tenant’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in interfere with the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant completed but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the LeaseTenant Delay.

Landlord’s Work. (a) Except as otherwise provided herein, Landlord shall construct pay the aggregate cost of Landlord’s Work and do such other work Tenant shall pay the Initial Excess as increased or decreased, as the case may be, by any aggregate net increase or decrease in the cost of Landlord’s Work resulting from any and all Changes approved or deemed approved by Tenant hereunder (collectively, the “Landlord’s WorkWork Excess”) in substantial conformity with ), plus the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of all work other than Landlord’s Work (and Landlord’s Additional Work, if any, which Tenant may elect to do in order to make the “Expansion Space ready for Tenant’s occupancy and which has been approved by Landlord Allowance”)pursuant to Paragraph 6E below. All costs of Tenant shall pay the Landlord’s Work Excess as provided in excess of the Landlord Allowance shall be borne by TenantXxxxxxxxx 0X xxxxx, and Tenant shall be paid pay the cost of such other work, if any, directly to the persons or entities performing such other work. The “cost of Landlord’s Work” as used in this Workletter shall include all costs incurred by Landlord to plan, design and perform Landlord’s Work as specified by the Tenant Plans and any approved (or deemed approved) revisions thereof (including any Change), including without limitation, the fees and charges of Landlord’s Architect, Landlord’s Engineer and Landlord’s Contractor, all permit and inspection fees and charges, and any costs incurred by or charged to Landlord within thirty for (30i) days unforeseen field conditions, (ii) substitution of delivery materials or finishes due to the unavailability of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance materials or finishes specified in the performance Tenant Plans (as revised) that would materially delay substantial completion of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF (iii) necessary modification of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months portions of the Final Floor Space Commencement Date Building or forfeited. Any excess Landlord Allowance shall be reimbursed its systems to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the accommodate Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for any Change to comply with applicable laws, regulations, codes or ordinances and/or the Final Floor Space by the 120th day prior to the desired occupancy date requirements of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance any building inspector with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of jurisdiction over Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedWork. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct repair and do maintain or cause to be repaired and maintained the driveways, parking areas, landscaping and other Common Areas of the Center and the structural roof, roof membrane, exterior walls, foundation and other structural portions of the buildings in which the Premises are located. The cost of all work performed by Landlord under this Section 10.1 shall be an Operating Expense hereunder, except to the extent such other work (collectivelyi) is required due to the negligence of Landlord, (ii) is a capital expenditure not includible as an Operating Expense under Section 7.2 hereof, (iii) is required due to the “Landlord’s Work”negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 12.6 hereof, subject to the release set forth in Section 12.4 hereof), or (iv) in substantial conformity with the plans and outline specifications involves repair or maintenance of the plans prepared by roof membrane on any of the applicable buildings (in which event there shall be charged back directly to Tenant, as additional rent and dated not as an Operating Expense, which will but subject to the same limitations set forth for Operating Expenses in Section 7.2 for purposes of determining what are capital items and what portion, if any, of capital items can properly be attached heretoallocated to a particular year or other applicable period, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment prorata share of a maximum the cost of $34.00 per rentable square foot for such repair or maintenance calculated on the design and construction basis of Landlord’s Work (the “Landlord Allowance”percentage of the applicable building that is occupied by Tenant). All costs of Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s Work 's expense, except to the extent permitted by Section 10.1 (b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in excess of effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the Landlord Allowance shall be borne by Tenant, buildings in which the Premises are located under Section 10.1(a) and shall be paid to Landlord within such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of delivery of an invoice such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable documentation therefor. Should Landlord not require usage cost thereof within fifteen (15) days after written notice from Tenant of the full amount completion and cost of the Landlord Allowance in the performance such work, accompanied by copies of Landlord’s Workinvoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant may choose have any right to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards offset the cost of Tenant’s relocation any such work against rent or other charges falling due from the Original Premises time to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant time under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord Landlord, at Landlord’s expense, shall construct and do such other work (collectively, the “Landlord’s Work”) New Premises in substantial conformity with the plans and outline specifications of the plans plan entitled “Option 4”, prepared by Xxxxx Design and dated June 25, 2010, which will be is attached hereto, made a part hereof and collectively marked as Exhibit “C-1D” (“Landlord’s Work”). Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of estimates that Landlord’s Work (the “Landlord Allowance”)shall be Substantially Completed on or about November 30, 2010. All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by performed in accordance with generally accepted industry standards and in accordance with all applicable laws. Except for Tenant’s Tele/Data requirement, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord, at Landlord’s Workexpense, Tenant may choose shall obtain all other licenses and permits necessary to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to perform the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Subject to force majeure, if Landlord shall be delayed in such “substantial completionSubstantial Completion” as a result of (i) Tenant’s failure to furnish plans and specifications within the time frame stated by Landlord in its reasonable discretion; (ii) Tenant’s request for materials, finishes or installations other than Landlord’s standardstandard as presented to Tenant in advance; (iiiii) Tenant’s changes in said plans; (iiiiv) any delay in the performance or completion of any work, labor or services by a party employed by Tenant; (ivv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (vvi) Tenantthe rejection by Plymouth Township of Landlord’s failure permit submission due to meet any of the Milestones referenced in Article 3(b) above inaccurate information provided by any party employed by Tenant (each, a “Tenant’s Delay”); then the Initial Floor Space New Premises Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable Date and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. In the event of a Tenant’s Delay, Landlord shall notify Tenant in writing of its reasonable determination that such Tenant’s Delay has occurred, specifying in such notice the date from which the Tenant’s Delay has occurred, and Landlord and Tenant shall reasonably cooperate to minimize the period of Tenant’s Delay. If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance change, revision or supplement shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space New Premises Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, Date and shall not alter Tenant’s obligations under the Lease. . (c) Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d2(a) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, Term shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space New Premises would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change orderDelay. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Landlord has agreed to make the following improvements to the Building: (a) Landlord shall upgrade the Building’s fire alarm panel, including horns and strobes; (b) construct an ADA-accessible ramp at the Building entrance, if required by law; and (c) upgrade any Building amenities that do such other work not currently comply with the building or fire code (collectively, the “Landlord’s Work”) in substantial conformity ). In no event shall Landlord’s Work include any code compliance associated with Tenant’s specific use of the Premises or necessitated by Tenant’s improvements to the Premises, provided that if Tenant is unable to secure a permit or proceed with its improvements to the Premises because of any noncompliance with the plans and outline specifications building or fire code as of the plans prepared date of this Amendment and not caused by Tenant, then Landlord acknowledges and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. agrees that Landlord shall only be responsible responsible, at its own cost and expense, for payment of a maximum cost of $34.00 per rentable square foot for promptly curing such noncompliance Landlord shall use “building standard” materials applicable to the design and construction Project. Any upgrades requested by Tenant of Landlord’s Work (the beyond “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance building standard” shall be borne by at Tenant’s sole cost and expense, and shall be paid chargeable to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation thereforTenant as additional rent. Should Landlord not require usage of In no event may Tenant interfere with the full amount of the Landlord Allowance in the pace or performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of or cause any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises delay to the New Premisesconstruction schedule. No portion of any excess Additional costs to Landlord Allowance may resulting from such interference and delay shall be applied to Rent. Any excess Landlord Allowance used payable by Tenant for as additional rent. The provisions of this Paragraph 5 shall supersede any other improvement allowances (except the purchase Allowance described in Paragraph 4 of architectural feesthis Amendment), furnitureLandlord build-out obligations, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than reimbursements previously set forth in the Initial Floor Space Commencement DateLease, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment performance obligations having been satisfied with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayedthereto. If Landlord shall be delayed in such “substantial completion” as a result responsible for ensuring that the Common Areas comply with the requirements of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any Title III of the Milestones referenced Americans with Disabilities Act of 1990 (42 U.S.C. 12181, et seq., The Provisions Governing Public Accommodations and Services Operated by Private Entities), and all regulations promulgated thereunder, and all amendments, revisions or modifications thereto now or hereafter adopted or in Article 3(b) above effect in connection therewith, or any other similar Laws (each, a hereinafter collectively referred to as the “Tenant’s DelayADA”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/and to take such actions and make such alterations and improvements as are applicable and the payment necessary for such compliance. The cost of Fixed Rent hereunder such compliance shall be accelerated by included in the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 Operating Expenses of the LeaseProject.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as of the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”). Landlord shall only not be responsible for payment of a maximum cost of $34.00 per rentable square foot for obligated to provide any improvements other than the Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and construction value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Landlord Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. All costs Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the Landlord’s Work, as well as certain “permissible soft costs” directly associated with the preparation and installation of the Landlord’s Work (which “soft costs” shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component of the general conditions on the general contractor invoice) and temporary utilities consumed during construction); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage 10% of the full amount total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance shall (a) solicit bids from not less than two (2) qualified general contractors for the purchase completion of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, (b) share the New Building bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the New Premises selected bid price shall be delivered referred to Tenant herein as the “Budget.” The Budget, together with the “Base Building Conditions” price estimates from the Approved Architect (as set forth on Exhibit “C-2”defined below), attached hereto together with any other costs required to design and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or (other than the Base Building Conditions so long Unreimburseable Landlord’s Work) shall be collectively referred to as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor“Contract Price. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for ” During design and construction, in the Initial Floor Space by February 29, 2012 (Landlord acknowledges event that the preliminary plans for Contract Price exceeds the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which caseConstruction Allowance, Tenant shall approve preliminary plans for the Subsequent Floor Space within five pay Landlord shall pay one hundred percent (5100%) business days of Landlord’s written reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for estimate of such expenses. In the Initial Floor Space (event of any shortfall between the estimated costs and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) actual costs, Tenant shall deliver pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a xxxx therefor. All amounts payable pursuant to Landlord its finish specifications this Exhibit by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 considered Additional Rent and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 provisions of the Lease.

Landlord’s Work. (a) Landlord shall construct shall, at Landlord’s expense, cause to be performed the work required by Exhibits B and do such other work C (collectively, the “Landlord’s Work”) in substantial conformity with ). The first portion of Landlord’s Work is as set forth on Exhibit B attached to this Lease (the plans and outline specifications “Initial Landlord’s Work”). The second portion of Landlord’s Work is as set forth on Exhibit C attached to this Lease (the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1Remaining Landlord’s Work”). Landlord shall only commence Landlord’s Work following the Date of this Lease with the understanding that Landlord shall diligently attend to those components of the Initial Landlord’s Work as necessary to meet the Initial Landlord’s Work Target Date stated in Section 1.1 above in order for Tenant to commence Xxxxxx’s Work (defined below). Landlord s Work shall be responsible for payment done in a good and workmanlike manner employing good materials and so as to conform to all applicable building laws. Xxxxxx agrees that Landlord may make any changes in such work which may become reasonably necessary or advisable without approval of a maximum cost Tenant, provided written notice is promptly given to Tenant. It is the intent of $34.00 per rentable square foot for the design and construction parties that Tenant may commence Tenant’s Work (as defined below) while Landlord is performing the Initial Landlord’s Work, with the understanding that all portions of Landlord’s Work (both the “Landlord Allowance”). All costs of the Initial Landlord’s Work in excess of and the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Remaining Landlord’s Work) and Tenant’s Work can be performed simultaneously, it being agreed that Tenant may choose and Landlord shall reasonably cooperate with each other to facilitate such work. Tenant wishes to move into that portion of the Premises that Tenant intends to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six as laboratory space (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“MilestonesLab Space”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29December 31, 2012 (Landlord acknowledges 2016. Provided that the preliminary plans for same will not delay the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion Substantial Completion of Landlord’s Work (or any component thereof), Landlord intends to cooperate with Tenant’s efforts to obtain a temporary certificate of occupancy for the Initial Floor Lab Space (and for to enable Tenant to occupy the Subsequent Floor Lab Space should on such date. ​ Landlord sign a lease with a new tenant for the Original Premises). agrees that Tenant covenants that it will comply may make changes in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, request upgrades to certain components with the approval of Landlord (which approval shall not be unreasonably withheld withheld, conditioned or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request taking into account time constraints for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work, and otherwise utilizing the standards set forth in Section 6.2.5 regarding Landlord’s approval of alterations) and the execution by ​ Landlord and Tenant of a Work is requested by TenantChange Order, then such increased in the form attached hereto as Exhibit D. Tenant shall be responsible for all costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and orders or upgrades, including but not limited to any engineering or other professional fees associated with such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Leaseitems. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.​

Landlord’s Work. (a) Landlord shall construct and do cause the Building to be constructed in substantial accordance with the plans listed on Exhibit 1 hereto, as amended by changes to such other work plans as required by Landlord (collectively, the “Landlord’s WorkPlans”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which ). Tenant will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the required to cause its architect to coordinate Tenant’s interior design and construction of documentation with Landlord’s Work (the “Landlord Allowance”as hereinafter defined). All costs of Landlord shall have the right, from time to time, to make changes to Landlord’s Work in excess of the Landlord Allowance shall be borne by TenantPlans; provided however, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance instance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Plans which would require a material change in or result in a material increase in the cost of Tenant Work is deemed necessary by Landlord(as hereinafter defined), those then such revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld withheld, delayed or delayed. If Landlord shall be delayed conditioned unless it causes an increase in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) costs. Tenant’s failure to approve final planssuch changes or to disapprove such changes with specific comment within five (5) business days next following notice thereof from Landlord shall for all purposes constitute Tenant’s deemed approval of the revision or supplement to be implemented by Landlord. Landlord shall further share all revised plans with Tenant’s architect. Landlord shall provide drywall on the “tenant space side” of core walls, working drawings around columns (column covers) and all exterior building walls from the floor to the base of all windows. Window coverings, as depicted in the Landlord Plans or reflective ceiling plans within the time frame stated as otherwise selected by Landlord in its reasonable discretion; or and approved by Tenant within (v5) business days next following Landlord’s request therefor (Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (eachapprove or to disapprove with specific comments, a “within such time frame, shall for all purposes constitute Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope deemed approval of Landlord’s Work is requested selection), will be provided by Landlord at each perimeter window at Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance ’s cost. The work called for by Landlord’s Plans (“Landlord’s Work”) shall be paid by Tenant upfront and such occurrence shall not change deemed “substantially complete” when (i) the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicableBuilding’s ground floor lobby, and shall not alter public areas on the ground floor, including all exterior walkways, driveways, accesses and parking areas necessary for the Tenant’s obligations under the Lease. Notwithstanding anything occupancy, have been substantially completed as required by applicable code, (ii) to the contrary stated in Article 2(b), (c) or (d) above, extent required to serve the Initial Floor Space Commencement Date, Premises and the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but public areas necessary for Tenant’s Delay use and enjoyment of the Premises, the heating, ventilating and air conditioning, elevator and utility systems, including telephone trunk lines into the Building (but not including installation of telephones, computers, or Tenant’s change order. security systems for the Premises), are installed and operating, (iii) the Building is weather tight and roofing installed, (iv) Landlord shall have obtained at least a temporary certificate of occupancy for the Building and the Premises, and (v) Landlord’s Work constitutes an Alteration under Article 8 architect shall have issued a certificate of the Leasesubstantial completion for Landlord’s Work.

Landlord’s Work. (a) Landlord shall construct the Core and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications Shell of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Center in accordance with Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, C attached hereto and made a part hereof. Tenant Xxxxxx acknowledges and agrees that the Core and Shell may request be modified by Landlord during the planning and construction of the Center, it being understood and agreed that Landlord use overtime labor shall have the right to complete modify the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays plans and specifications for the increased costs Center (including the Core and Shell) without Xxxxxx’s consent provided that such modifications are consistent with the character of a first-class transit and retail center. Landlord shall Notify Tenant of any modification to the Core and Shell. Landlord shall diligently and in good faith pursue to substantial completion Landlord's Work. For purposes hereof, the term "substantial completion" or "substantially complete" shall mean the completion of Landlord's Work in the condition required by Exhibit C attached hereto and made a part hereof, but for certain minor punch list items, all of which shall be incurred certified as such by Xxxxxxxx's Representative. Landlord for shall provide at least thirty (30) days prior Notice to Tenant as to the date of such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) substantial completion and Tenant shall approve preliminary plans for have ten (10) days after the Initial Floor Space by February 29, 2012 (Landlord acknowledges that date of substantial completion to inspect the preliminary plans for Premises to confirm the Initial Floor Space were approved by Tenant punch list items based on February 29, 2012); (ii) Tenant a joint inspection of the Premises. The punch list items shall approve preliminary plans for have no material adverse effect upon Landlord's delivery of the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, and, in which caseany event, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days be reasonably promptly completed by, or on behalf of, Landlord. If Xxxxxx fails to timely inspect and Notify Landlord of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements any dispute as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of the Landlord’s 's Work for or the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment punch list items with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by LandlordPremises, those revisions and supplements then Tenant shall be submitted deemed to Tenant for approvalhave waived same, which approval shall not be unreasonably withheld or delayed. If Landlord and substantial completion with respect to the Premises shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) on the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated date so designated by Landlord in its reasonable discretion; Landlord's Notice to Tenant as to same. In the event of any dispute between Xxxxxxxx and Xxxxxx as to substantial completion of Landlord's Work or any punch list items in connection therewith, then same shall be resolved by Arbitration. Such Arbitration shall be the parties' sole and absolute remedy with respect to resolution of any disputes brought under this Section 3.2. The Arbitration shall be governed by all applicable expedited or fast track procedures, and a decision shall be rendered by the arbitrator within thirty (v30) Tenant’s failure days after the Arbitration is complete. The parties shall be entitled to meet seek, and the arbitrator shall have the authority to grant or deny, emergency interim relief, including injunctive and other equitable relief. The Arbitration shall be overseen by one arbitrator who shall be jointly agreed upon by the parties. Judgment may be entered on the arbitrator's award in a court having jurisdiction, and the parties irrevocably consent to the jurisdiction of any court competent of the Milestones referenced subject matter and sitting in Article 3(bthe City and County of San Francisco, California (including federal courts) above for that purpose. . In order to accommodate certain functions of the Transit Agencies and Rail Operators and to facilitate the safety and security of the Center, Landlord reserves the right from time to time: (eacha) to install, a “Tenant’s Delay”); then use, maintain, repair, replace, remove and relocate shafts, pipes, ducts, conduits, wires, risers and other facilities and appurtenant fixtures in the Initial Floor Space Commencement DatePremises, the Subsequent Floor Space Commencement Dateceiling above the Premises, and/or the Final Floor Space Commencement Datewalls adjacent to the Premises, whichever is/are applicable and in other parts of the payment Center, and (b) to alter or relocate any facility, whether located in the Premises or in other parts of Fixed Rent hereunder the Center; provided, that same does not materially interfere with any Permitted Use hereunder. In performing such work, Landlord shall exercise reasonable efforts to minimize interference with Xxxxxx's use of the Premises. Landlord reserves the right from time to time to designate the days and hours during which any areas of the Center shall be accelerated by open to the number of days public; to close temporarily or permanently all or any portion of such delay. If areas for any changepurpose; to erect any gate, revision chain or supplement other obstruction or to close off any portion of the Center to the scope of Landlord’s Work is requested by Tenantpublic at any time to prevent injury to persons or property, then such increased costs associated or as may be required in connection with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Dateany Center operations, the Subsequent Floor Space Commencement Dateand, and/or the Final Floor Space Commencement Xxxxin connection therewith, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to seal off all entrances to the contrary stated in Article 2(b)Center, (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaseany portion thereof.

Landlord’s Work. (aA) Subject to the provisions of Section 2.1(A) hereof, Landlord, at Landlord’s sole cost and expense, subject to Section 4.3(C)(4) shall perform the Base Building Work, as defined in Section 4.3(C). The Base Building Work shall be performed in accordance with the Approved Base Building Plans and Specifications (as defined in Section 4.3(C) hereof). In addition, Landlord shall construct and do such other perform the work for the preparation of the Premises for Tenant’s occupancy (collectively, the “Landlord’s Tenant Improvement Work”) in substantial conformity with the plans and outline specifications Final Tenant Plans under Section 4.3. Attached hereto as Exhibit B-5 is a matrix showing those items which are provided by Landlord as part of the plans prepared by Base Building Work and dated , those items which will be attached heretopart of the Tenant Improvement Work. Tenant shall enter into agreements with Sasaki Associates, made a part hereof Inc., which is pre-approved by Landlord, or another similarly reputable, licensed and collectively marked insured architectural firm selected by Tenant and reasonably acceptable to Landlord (“Tenant’s Architect”) and engineers selected by Xxxxxx and approved by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed) who will be preparing the Tenant Plans (as Exhibit hereinafter defined) (“C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord AllowanceTenant Design Work”). All costs of the Landlord’s Work in excess of the If Landlord Allowance shall be borne by Tenant, and shall be paid fails to Landlord within thirty (30) days of delivery respond to a request for approval of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space architect within five (5) business days, Tenant may re-send such request to Landlord via registered or certified mail, return receipt requested, or recognized overnight delivery service, with the following statement in bold at the beginning of such request, “WARNING: POSSIBLE DEEMED APPROVAL NOTICE. Failure to respond to this request within three (3) business days may lead to deemed approval of such request”. Should Landlord fail to respond to such second request within three (3) business days after receipt thereof, such failure shall be deemed to be approval of the architect in question. Notwithstanding the foregoing, Landlord shall have no liability to Tenant, and Tenant waives all claims against Landlord in respect to, the failure of the Tenant Design Work as shown on the Final Tenant Plans to comply with applicable Legal Requirements, but the foregoing shall not in any way impair or waive claims of either party against the architects and/or engineers with respect to the Tenant Design Work. The cost of the Tenant Improvement Work and the Tenant Design Work shall be paid in accordance with Section 4.5. The Base Building Work and the Tenant Improvement Work are sometimes referred to collectively as “Landlord’s Work.” Subject to delays due to Force Majeure or attributable to a Tenant Delay Landlord shall use commercially reasonable best efforts in the construction of Landlord’s written notice Work, but Tenant shall have no claim against Landlord for failure so to Tenant complete construction of such new lease for the Original Premises;Landlord’s Work, except as expressly set forth in Section 4.2. (iiiB) Landlord shall keep Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date apprised of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for status of the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion performance of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign on a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; andregular basis. (vi1) From and after the Execution Date of this Lease, Landlord and its general contractor shall hold job meetings (“Job Meetings”) with Tenant shall deliver to Landlord and its finish specifications by March 15representatives concerning Landlord’s performance of Landlord's Work. Initially, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date such Job Meetings shall be on March the request of either party on an as-needed basis, but from and after November 1, 20132016 they shall occur not less frequently than weekly. At these Job Meetings, Landlord and Tenant shall, among other things, use good faith efforts to identify any possible Force Majeure, Landlord Delay (as hereinafter defined), Tenant Delay or any other event impacting the date ability of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing either party to perform construction to its work hereunder within the Original Premisestime periods set forth herein. If Tenant misses anyFurthermore, of the Milestones referenced in this Article 3(b)and without limitation, then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result inform Tenant of (i) Tenant’s request for materialsany anticipated material changes to the rentable square footage of the Premises or the Building, finishes or installations other than Landlord’s standard; (ii) any anticipated Entitlement Conditions and any changes to the Layout and Base Building Plans and Specifications that Landlord reasonably believes could have an impact on Tenant’s changes 's Plans or the TI Work (whether or not the same constitute Entitlement Base Building Plan Changes as defined in said plans; Section 1.3(C), Material Building Changes as defined in Section 4.3(C) or Material Pre-Completion Layout Changes as defined in Section 4.3(D)), (iii) the performance or completion status of any workachieving the milestones described in Section 4.2, labor or services by a party employed by Tenant; (iv) Tenant’s failure any changes to approve final plansthe Required LEED Certification, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure anticipated selection of subcontractors pursuant to meet any Section 4.5(C) in excess of the Milestones referenced in Article 3(blowest bids; and (vi) above (each, a “Tenant’s Delay”); then any anticipated changes to the Initial Total Rentable Floor Space Commencement DateArea of the Premises, the Subsequent Floor Space Commencement Date, and/or Office Portion of the Final Floor Space Commencement Date, whichever is/are applicable Building and the payment Building. (2) Tenant shall have the right, from time to time upon reasonable prior notice and at reasonable times, to inspect the portions of Fixed Rent hereunder Landlord's Work completed to date, provided that Tenant shall be accelerated by not have the number right to perform any invasive inspection or examination (such as, for example, cutting into drywall). (3) From time to time during the performance of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work under this Article IV, either party may request construction information from the other party’s Construction Representative to the extent reasonably necessary in connection with the performance by the requesting party of the work for which it is responsible hereunder. Furthermore, to the extent such information is within the possession of the non-requesting party’s general contractor or architect, such party shall use good faith diligent efforts to cause its general contractor or architect to deliver the requested information (provided, however, that neither party shall be liable to the other for failure of such party’s general contractor or architect to deliver the requested information, so long as such party used good faith diligent efforts to obtain the same). Landlord shall cooperate with Tenant to post any plans, schedules, monthly requisitions under the TI Contract or other documents to be provided by Landlord under this Article IV to a secure website designated by the General Contractor or, if the General Contractor does not use such a website, designated by Tenant. In addition, Tenant shall have access to Landlord's then-current electronic model of the Base Building Work throughout the construction period. (4) Landlord shall provide Tenant with regular updates on the progress of Landlord's Work, including the construction schedule. Landlord shall give Tenant (i) a notice on or about September 1, 2019, giving Landlord's then such increased costs associated with such requested change over good faith estimate of the anticipated Substantial Completion Date (as hereinafter defined), and above (ii) at least thirty (30) days’ prior written notice of Xxxxxxxx’s then good faith estimate of the Landlord Allowance anticipated Actual Substantial Completion Date (as hereinafter defined); however, neither notice shall be paid by Tenant upfront and such a condition to the occurrence shall not change of the Initial Floor Space Commencement Substantial Completion Date and/or the Actual Substantial Completion Date, and in no event shall Landlord have any liability or obligation to Tenant in the Subsequent Floor Space Commencement Date, event that the Substantial Completion Date and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on Actual Substantial Completion Date is different from the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. indicated in Landlord’s Work constitutes an Alteration under Article 8 of the Leasenotice(s). Nothing herein shall limit Tenant's rights and remedies set forth in Section 4.2.

Landlord’s Work. Subject to Unavoidable Delay, Landlord will promptly and at its sole cost and expense, complete the work, if any, to be performed by Landlord which is described in the plans referenced in Exhibit "B", together with all other items designated or described in Exhibit B (acollectively "Landlord's Work"), whether necessary to permit Tenant to commence the work to be performed by Tenant ("Tenant's Work") under Exhibit "C" or otherwise. Subject to Section 18.12, Landlord shall construct cause Landlord's Work to be Substantially Complete before the Scheduled Delivery Date specified in Section 1.1 in accordance herewith and do Exhibit "B". If Landlord's Work is not Substantially Complete before the Scheduled Delivery Date, Tenant shall be entitled to a credit against Rental two (2) days for each day that Landlord's Work is not Substantially Complete beyond the Scheduled Delivery Date. In the event of any conflict between Exhibit "B" and the Lease, Exhibit "B" shall control. Landlord hereby warrants and guarantees Landlord's Work to be free from defects in workmanship and materials for a period of one (1) year from the Premises Delivery Date. Upon the expiration of said one (1) year period, Landlord shall assign to Tenant all warranties and guarantees with respect to Landlord's Work and, to the extent of any such other work (collectivelywarranties and guarantees are not assignable, Landlord agrees to enforce the “Landlord’s Work”) in substantial conformity with same for the plans and outline specifications benefit of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Tenant. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design promptly (i) repair any latent defects in Landlord's Work no matter when appearing and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to ii) repair any so-called punch-list items about which Tenant notifies Landlord within thirty sixty (3060) days of delivery of an invoice and reasonable documentation thereforthe Premises Delivery Date. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation 's Work shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Dateperformed in a good and workmanlike manner, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Workusing new materials, the New Building and the New Premises shall be delivered to Tenant with free of all liens and encumbrances and not in violation of any applicable Laws. In the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made event a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto mechanic's lien is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment recorded with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord's Work, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in indemnify, defend and hold Tenant harmless from all costs, losses, damages or causes of action arising from any such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaselien.

Landlord’s Work. (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”Except as provided in paragraph 6(b) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Workbelow, Tenant may choose agrees to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to accept the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures Space in "as-is" and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor"where-is" condition. (b) Landlord shall complete the work set forth in the Plans and Specifications attached to this Amendment as Exhibit "B" to prepare the New Space for Tenant’s construction approval dates 's occupancy (“Milestones”the "Landlord's Work") are in a prompt, good and workmanlike manner and using reasonable efforts to minimize any interference with Tenant's business in the Existing Space. Landlord shall be responsible for all costs to complete the Landlord's Work; provided, however, in the event that Tenant desires to make any changes or additions to the Plans and Specifications attached hereto as follows: (i) Exhibit "B" after the date hereof, and such changes or additions increase the cost of the Landlord's Work, then Landlord shall notify Tenant of the amount of such increase, whereupon Tenant shall approve preliminary plans for promptly advise Landlord whether or not Tenant wants to implement such changes or additions (such excess costs hereinafter being referred to as the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012"Required Excess Funds"); (ii) . Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless pay Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space any such Required Excess Funds within five (5) business days after receipt of Landlord’s written notice statements therefor. Landlord shall have the right not to Tenant of such new lease complete any work to be paid for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Required Excess Funds until such Required Excess Funds have been received by Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement Landlord is only obligated to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements complete the work to the Premises (including the New Space) referenced in the preceding paragraph. Any other work required for Tenant's occupancy shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested completed by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Dateat Tenant's sole cost, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything subject to the contrary stated Landlord's approval as set forth in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) After having obtained the Permits, Landlord shall construct the Premises and do such other work (collectivelyrelated improvements on the Premises Site on a turnkey basis at no cost to Tenant, the “Landlord’s Work”) in substantial conformity accordance with the plans Plans and outline specifications Specifications attached hereto as Exhibit "C" and in accordance with the zoning, building, environmental, health and safety codes of the plans prepared by governmental units in which the Premises are situated ("Landlord's Work"). Landlord's Work shall also include the construction of the Shared Driveway and dated the Cross Access Areas as set forth more fully in the Deed Restrictions. One-half (1/2) of all costs related to the initial construction of the Shared Driveway and a proportionate share of the cost related to that portion of the Cross Access Areas located on the Premises shall be included in the Premises Cost for purposes of this Lease and, which will be attached heretoas such, made a part hereof and collectively marked as Exhibit “C-1”included in the determination of Fixed Monthly Rent. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot obtaining reimbursement for any other costs for constructing the Shared Driveway and the Cross Access Areas from the adjacent landowner as .more specifically provided in the Deed Restrictions. Landlord shall complete all foundations for the design and construction of Landlord’s Work principal building improvements to be constructed on the Premises (to "Commence Construction" as defined in the “Landlord Allowance”). All costs Colorado Mills " Purchxxx xnd Sale Agreement) on "or before three (3) months after the recording of the Deed. Restrictions. Landlord’s 's Work in excess shall be substantially completed, excepting Punchlist Items (as hereinafter defined), and possession of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New completed Premises shall be delivered to Tenant for the commencement of Tenant's Work within the Construction Period, delays due to Force Majure. eventx xxxxpted. Tenant shall be deemed to have accepted the Premises provided Landlord's Work is substantially complete, excepting punchlist Items which Landlord shall be obligated to complete as set forth in Section 15.4, and provided further that Tenant is able to perform Tenant's Work without unreasonable interference by Landlord. Conditioned upon Tenant's providing Landlord reasonable assurance that Tenant's placement ofa satellite dish on the roof of the Premises will not void applicable roof warranties, Tenant shall have the right to install on the roof of the Premises a satellite dish in accordance with the “Base Building Conditions” as plans and specifications set forth on Exhibit “C-2”, attached hereto and made a part hereof"C". Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which caseUpon expiration or earlier termination of this Lease, Tenant shall approve preliminary plans for remove any satellite dish and related equipment installed on the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date roof of the Final Floor Space, but Premises and repair any damage caused in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedconnection therewith. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct shall, at its sole cost and do such other work (collectivelyexpense, the “Landlord’s Work”) in substantial conformity with the plans cause to be constructed and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of completed the Landlord’s Work in excess of accordance with the Plans and Specifications. Landlord Allowance shall be borne by Tenantconstruct the Landlord’s Work in a first-class workmanlike manner and in accordance with all Applicable Laws, Landlord shall apply for and shall be paid to Landlord within thirty (30) days of delivery of an invoice obtain, at its sole cost and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in expense, all permits, licenses and certificates necessary for the performance of the Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation It shall be paid Landlord’s obligation to construct the Landlord’s Work in accordance with Applicable Laws, and Tenant within 30 days of written request by Tenant but shall not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed deemed to Tenant upon submission to release Landlord of reasonable paid invoicesthis obligation by approving the Plans and Specifications or by occupying its space or commencing its construction therein. In addition Landlord agrees to cure and/or remove of record any violations filed against or existing as to the Landlord’s Work, Tenant acknowledges that, as of the New Building date hereof, Tenant has reviewed and approved the New Premises shall be delivered Plans and Specifications, Subject to Tenant Section 22.8, neither party may change the Plans and Specifications, unless approved in writing (or deemed approved) by the other party in accordance with the “Base Building Conditions” as procedures set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime laborin this Lease. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant Landlord shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of cause Landlord’s Work for to be Substantially Completed by the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedTarget Completion Date. (c) If any material revision or supplement Prior to the Substantial Completion Date, Landlord shall grant reasonable periodic access to the Premises upon reasonable advance notice to Landlord, to Tenant and to Tenant’s design and construction professionals for the purpose of confirming that Landlord’s Work is deemed necessary by Landlord, those revisions in substantial compliance with the Plans and supplements Specifications. Landlord shall be submitted provide to Tenant for approvaland its design and construction professionals a copy of the Plans and Specifications, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than permits relating to Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) Work, approvals, certificates of occupancy and other such information relating to the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable Building and the payment of Fixed Rent hereunder shall be accelerated by the number of days of Property as Tenant or any such delayprofessional may reasonably request from time to time. If any change, revision or supplement Landlord will keep Tenant reasonably advised as to the scope progress of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above whether Landlord anticipates any delays in the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Target Completion Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord A. Subject to the provisions of this Exhibit B, Landlord, at Landlord’s sole cost and expense, shall construct obtain all permits and do such other approvals necessary in connection with, and perform, the base building work (collectively, the “Landlord’s Work”) as defined in substantial conformity the Base Building Specifications (“Base Building Specifications”) attached hereto as Schedule 1. Landlord agrees to reasonably consult with Tenant (but expressly excluding any right of Tenant to approve such finishes) to review the plans proposed finishes for the Landlord’s Work. Subject to delays due to Landlord’s Force Majeure (as hereinafter defined) or attributable to a Tenant Delay (as hereinafter defined), Landlord shall use reasonable speed and outline specifications diligence in the construction of the plans prepared by and dated Landlord’s Work, which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. but Tenant shall have no claim against Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and failure so to complete construction of Landlord’s Work, except as expressly set forth in Section 1.1. In addition to the Base Building Specifications described on Schedule 1, the Landlord’s Work (includes construction of an outdoor terrace at the “Property. Landlord Allowance”). All costs agrees to reasonably consult with Tenant with respect to elevator cab finishes provided any modifications or selections requested by Tenant will not delay the design, permitting or performance of the Landlord’s Work in excess of the Landlord Allowance and Tenant shall be borne responsible to pay any increased costs to incorporate Tenant’s modifications or selections about the finish amount allocated by Landlord in its budget for Landlord’s Work. B. Upon Tenant’s request from time to time, Landlord shall consult with Tenant and its representatives about the status of Landlord’s Work and the then estimated Initial Work Substantial Completion Date, the estimated Interim Conditions Completion Date and the estimated Substantial Completion Date. Upon receipt of a written request from Tenant received not more frequently than once per quarter, Landlord will provide Tenant with progress reports regarding the status of and any updates to the schedule for the Landlord’s Work. Landlord shall be paid permit Tenant and its representatives, accompanied by representatives of Landlord and its general contractor, to Landlord within thirty (30) days review and inspect the progress of delivery of an invoice and Landlord’s Work at reasonable documentation therefor. Should Landlord times that will not require usage of the full amount of the Landlord Allowance in interfere with the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of . Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance Representatives may be applied to Rent. Any excess Landlord Allowance used by Tenant attend Landlord’s regularly scheduled construction meetings for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Except for Landlord's Work described in the Work Letter Agreement attached hereto as Exhibit C, the Premises shall be delivered "AS IS", subject to all title matters, all applicable zoning, and Laws and Insurance Regulations, as defined in Section 5.1 (a) ), and except as set forth in this Lease, Landlord shall construct and do such other work not be required to make any repairs or replacements (collectivelyhereafter jointly "Repairs") or improvements, alterations or additions (hereafter collectively "Improvements") to the “Landlord’s Work”Premises. Tenant acknowledges that Tenaxx xxx inspected (or had the opportunity to inspect) in substantial conformity the Premises, is satisfied with the plans and outline specifications condition thereof subject to completion of Landlord's Work. Tenaxx xxxees that all claims with respect to Landxxxx'x Xork shall be made within One (1) year of the plans prepared by and dated Commencement Date or, which will be attached heretoin the case of latent defects, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within not later than thirty (30) days following the manifestation of delivery of an invoice such defect, and that all claims not made within such periods shall be forever waived. The parties acknowledge that Landlord will be constructing certain improvements ("Leasehold Improvements") to the Building in accordance with the Work Letter Agreement attached hereto as Exhibit C. Landlord shall use reasonable documentation therefor. Should Landlord not require usage efforts to complete the construction of the full amount of Leasehold Improvements and deliver the Landlord Allowance Premises on or before the anticipated Commencement Date set forth in the performance of Landlord’s Work, Tenant may choose Basic Lease Information. If Landlord has been unable to use up to $5.00 per RSF of any excess Landlord Allowance for complete such Leasehold Improvements and deliver the purchase of architectural fees, furniture, fixtures and equipment Premises on or towards before the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space anticipated Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayedliable for such failure, such failure shall not affect the validity of this Lease. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes has been unable to construct the Leasehold Improvements or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) deliver the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure Premises because Tenant has failed to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in comply with its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to Work Letter Agreement attached as Exhibit C, or if Tenant has otherwise delayed Landlord in completing the contrary stated in Article 2(b)Leasehold Improvements or obtaining any certificate or approval for same, (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.then the

Landlord’s Work. (a) Landlord shall construct and do such other work proceed with reasonable due diligence to complete the improvements to the Premises designated on Exhibit "D" attached hereto (the improvements designated on Exhibit "D" shall be defined herein, collectively, as the “"Landlord’s 's Work”) in substantial conformity with "); provided, Tenant shall be solely responsible for the plans and outline specifications payment of the plans prepared amount, if any, by and dated which the costs of completing the Landlord's Work exceed $200,000.00 (the "Landlord's Leasehold Contribution"). Tenant shall pay such excess costs to Landlord, which will be attached heretoas additional Rent hereunder, made immediately upon receipt of a part hereof and collectively marked as Exhibit “C-1”statement from Landlord itemizing such excess costs incurred by Landlord in completing the Landlord's Work. Landlord shall only be responsible for complete the Landlord's Work in a good, workmanlike manner and in accordance with all applicable laws, codes and ordinances. Any portion of the Landlord's Leasehold Contribution that remains undisbursed following the substantial completion of, and full payment of a maximum cost of $34.00 per rentable square foot for for, the design and construction of Landlord’s 's Work (the “Landlord "Undisbursed Allowance”"). All costs , will be available for disbursement to Tenant to reimburse Tenant for the cost of constructing or installing leasehold improvements in the Premises, subject to the following terms and conditions: i. Tenant shall request any such Undisbursed Allowance in a written request (a "Draw Request") that contains an itemization of the Landlord’s Work nature and cost of all work covered by the Draw Request, a designation of the identity of all contractors or subcontractors supplying labor or materials in connection with such work, full lien waivers from all contractors who supply in excess of $10,000.00 of labor and materials, and a certification from Tenant that all work contemplated in the Landlord Allowance shall be borne Draw Request is completed and approved by Tenant, and shall ; ii. Any Draw Request prepared by Tenant must be paid delivered to Landlord within thirty (30) 180 days of delivery of an invoice and reasonable documentation thereforafter the Commencement Date; and iii. Should Landlord not require usage of the full amount of the Landlord The Undisbursed Allowance in the performance of Landlord’s Work, Tenant may choose shall only be available to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards fund the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request leasehold improvements that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice pursuant to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicableLease, and shall not alter be available to fund the cost of equipment, furniture, cabling or other items of personal property of Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) a. Prior to the Delivery Date, Landlord shall construct shall, at Landlord’s sole cost and do such other work expense using building standard materials and finishes, separately demise the Premises, including installing separate meters for electrical and gas service and installing a new ingress/egress door to match the existing doors (collectively, the “Landlord’s Work”) ). All work shall be done in substantial a good, first-class, workmanlike manner in conformity with a valid permit when required, a copy of which shall be furnished to Tenant upon Tenant’s reasonable request. In any case, all such work shall be performed in accordance with all applicable laws. Notwithstanding any failure by Tenant to object to any such work, Tenant shall have no responsibility for Landlord’s failure to comply with applicable laws. Promptly after the plans and outline specifications execution of the plans prepared by and dated this Lease, which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only cause to be responsible for payment of prepared a maximum cost of $34.00 per rentable square foot for space plan depicting the design and construction of Landlord’s Work (the “Landlord AllowanceDemising Plan”), and Landlord shall submit the Demising Plan to Tenant for Tenant’s approval. All costs of the Landlord’s Work in excess of the Landlord Allowance The Demising Plan shall be borne by Tenantconsistent with the space plan attached as Exhibit “A-1” to the Lease, and shall include all applicable specifications for the work. Within five (5) business days after its receipt of the Demising Plan, Tenant shall provide its written approval or disapproval thereof. If Tenant disapproves of the Demising Plan, Tenant shall state with specificity in its written disapproval the basis for its disapproval. Landlord shall promptly revise the Demising Plan to address any reasonable objections raised by Tenant in its written disapproval and shall promptly resubmit an appropriately revised Demising Plan to Tenant. This procedure shall be paid to followed until all objections have been resolved and the Demising Plan approved in writing by Tenant and Landlord; provided, however, that if a reasonably acceptable Demising Plan has not been completed and approved by Landlord within thirty and Tenant on or before the date that is fifteen (3015) days after the date of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage final execution of the full amount Lease for any reason other than the delay or other fault of Landlord or Landlord’s architect, then such failure shall constitute a Tenant Delay under Paragraph 1.c below. (The Demising Plan, as approved in writing by Tenant and Landlord, is hereinafter called the “Final Demising Plan.”) Promptly following approval of the Final Demising Plan, Landlord Allowance shall cause to be prepared construction plans and specifications which plans and specifications shall be prepared substantially in accordance with the performance Final Demising Plan. Landlord shall provide a copy of the construction plans and specifications to Tenant upon completion thereof, for Tenant’s information and review. b. After final approval of the Final Demising Plan, if Tenant wishes to make any change in Landlord’s Work, Tenant may choose shall request such change in a written notice to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation such request shall be paid accompanied by all information and instructions necessary to describe such change. Landlord shall give Tenant an estimate of the design and construction costs, if any, which will be incurred for such change. Tenant shall, within 30 days three (3) business days, notify Landlord in writing to proceed or not to proceed with such change. In the absence of such written request notice to proceed, Landlord shall not be obligated to make the change requested by Tenant. Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the responsible for all delay caused by changes in Landlord’s Work and/or the Base Building Conditions so long as requested by Tenant. c. Tenant pays for the increased shall be liable for, and shall pay all costs to be and expenses incurred by Landlord for such overtime labor. in connection with, all delay in the commencement or completion of Landlord’s Work caused by (each, a “Tenant Delay”): (a) any changes in Landlord’s Work requested by Tenant, (b) any interruption or interference in the improvement work caused by Tenant, (c) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans failure to respond to Landlord’s request for information required for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space completion of Landlord’s Work within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, any other delay requested or caused by Tenant. Under no circumstances shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered Landlord be liable to Tenant but for any loss, cost or expense resulting to Tenant on account of delay in completion of the improvement work. d. Landlord’s Work shall be deemed to be “Substantially Completed” when the following shall have occurred: (i) Landlord’s Work has been completed in accordance with the plans for Landlord’s Work, subject only to correction or completion of “punch list” items, which items shall be limited to minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair Tenant’s use of the Premises for Tenant’s Delay business (“Punch List Items”); and (ii) if necessary in order for Tenant to obtain a building permit for the construction of the Tenant Improvements (defined below), then (x) Landlord shall have obtained from the City of San Xxxx building official or Tenant’s change order. his representative a final sign-off (or reasonable equivalent thereof) on the building permit for Landlord’s Work constitutes an Alteration under Article 8 (“Building Final”); or (y) despite using commercially reasonable efforts, Landlord shall have been unable to obtain a Building Final, and two weeks shall have elapsed since the date Landlord has completed the Landlord’s Work per the terms of the Leaseforgoing clause (i). If Landlord is unable to obtain the Building Final as of the date of Substantial Completion (determined in accordance with the previous sentence), then Landlord shall continue to use commercially reasonable efforts to obtain the Building Final as soon as reasonably practicable. The definition of “Substantially Completed” shall also apply to the terms “Substantial Completion” and “Substantially Complete.”

Landlord’s Work. (a) a. Upon the request of Tenant and in consideration of Tenant's agreement to enter into this Lease of the Premises, Landlord shall construct has entered into the Construction Contract and do such other will use commercially reasonable efforts to cause the General Contractor to complete the construction and performance of work (collectively, the “Landlord’s Work”) thereunder in substantial conformity accordance with the plans Approved Plans. Tenant will lease the Improvements, once constructed, from Landlord in accordance with the terms and outline specifications conditions of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenantthis Lease, and shall be paid Landlord and Tenant therefore agree that Tenant should have certain rights and obligations with respect to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s 's Work. Landlord and Tenant acknowledge that the Approved Plans for Landlord's Work are not yet complete. Landlord and Tenant agree that any proposed plan or specification of a portion of Landlord's Work or a proposed revision of an Approved Plan shall be submitted from time to time by General Contractor simultaneously to both Landlord and Tenant. Landlord agrees to promptly give commercially reasonable consideration to all proposed plans and changes to plans. Landlord agrees that it will not withhold, delay or condition its approval of a plan or specification which is approved by Tenant provided the work depicted on such plan or described in such specification, when considered together with the work depicted or described in the existing Approved Plans: (i) will not increase the total cost of the Improvements set forth in the Construction Contract, and (ii) does not materially adversely affect the anticipated soundness, structural integrity, value, utility, operation or useful life of the Improvements; provided, however, that Landlord may choose not withhold its approval of a plan pursuant to use up clause (i) above if Tenant shall agree to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards reimburse the cost of Tenant’s relocation from the Original affected element(s) of the Improvements in the manner set forth in section 30(j) below. If Tenant shall seek Landlord's consent to a plan which contains element(s) which materially adversely affect the value, utility, operation or useful life of the Improvements, Landlord may require, as a condition to such consent, that upon expiration or termination of this Lease, Tenant shall restore the Premises to the New Premisesphysical construction and condition they would have been in if such element(s) included in the plan had not been approved. No portion of any excess Upon approval by Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by and Tenant for as provided in this paragraph, the purchase of architectural fees, furniture, fixtures and equipment proposed plan or towards its relocation specification shall be paid an Approved Plan. b. So long as no Event of Default has occurred and is continuing hereunder, Landlord agrees that Landlord shall not enter into any amendment of, agree to any consent under, or give any waivers or approvals pursuant to the terms of the Construction Contract without obtaining the prior written consent of Tenant within 30 days if such amendment, consent, waiver or approval would have the effect of written request (i) increasing any of Tenant's financial obligations under this Lease (other than an increase in Fixed Rent by Tenant but not sooner than reason of increased investment by Landlord, as contemplated in the Initial Floor Space Commencement DateBasic Lease Information), but (ii) impairing or delaying in any event shall be requested within six (6) months material way Tenant's use or occupancy of the Final Floor Space Commencement Date Improvements as contemplated by the Approved Plans, (iii) altering in any material adverse respect any of the Approved Plans or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord materially adversely affecting the soundness, structural integrity, value, utility, operation or useful life of reasonable paid invoices. In addition the Improvements, or (iv) otherwise adversely affecting Tenant's rights to the use or occupancy of the Improvements as contemplated by the Approved Plans. c. So long as no Event of Default has occurred and is continuing hereunder, Landlord and Tenant agree that any Change Orders for Landlord’s Work's Work requiring the consent of Landlord pursuant to the terms of the Construction Contract shall require the consent of both Landlord and Tenant. Accordingly, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as no Event of Default has occurred and is continuing hereunder, Landlord agrees not to give its consent to any Change Order unless Landlord shall first have received Tenant's prior written consent to such Change Order. Each of Landlord and Tenant pays for agrees that it shall not unreasonably withhold, condition or delay its consent to any Change Order if such Change Order, when considered together with all other Change Orders executed and delivered to such date, (i) will not increase the total cost of the Improvements except as the cost of completion in accordance with Approved Plans necessitates the increased costs cost; and (ii) does not materially adversely affect the soundness, structural integrity, value, utility, operation or useful life of the Improvements, so long as the Construction Contract and the payment and performance bond relating thereto shall have been amended to reflect such Change Order for Landlord's Work; provided, however, that Landlord may not withhold its approval of a Change Order pursuant to clause (i) above if Tenant shall agree to reimburse the cost of the affected element(s) of the Improvements in the manner set forth in section 30(j) below. In addition, each of Landlord and Tenant agree that it shall not unreasonably withhold, condition or delay its consent to any Change Order if such Change Order is based on the topography or configuration of the Land, local zoning requirements, or the location of adjacent buildings, and Landlord agrees to permit the cost of such Change Order to be incurred paid out of the contingency reserve provided in the Project Budget or, to the extent permitted by the lender under the Construction Loan, the contingency reserve provided in the Construction Contract. If Tenant shall seek Landlord's consent to a Change Order which contains element(s) which materially adversely affect the value, utility, operation or useful life of the Improvements, Landlord for may require, as a condition to such overtime laborconsent, that upon expiration or termination of this Lease, Tenant shall restore the Premises to the physical construction and condition they would have been in if such element(s) included in the Change Order had not been approved. d. Upon delivery, installation, testing or completion of construction (bincluding punch list items) Tenant’s construction approval dates (“Milestones”) are of any aspect of Landlord's Work, as follows: appropriate, Tenant shall inspect such aspect of Landlord's Work and, unless Tenant gives Landlord timely written notice of any defect in or other objection to such aspect of Landlord's Work, (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); be deemed to have accepted such aspect of Landlord's Work under this Lease and (ii) Tenant shall approve be deemed to have agreed that such aspect of Landlord's Work is satisfactory to Tenant in all respects and suitable for its purposes hereunder. The foregoing acceptance of Landlord's Work shall not limit Tenant's rights, if any, as against General Contractor or against third parties in respect of their warranties with respect thereto. e. Without limiting the generality of the preceding subparagraph (i) from time to time at Landlord's request and (ii) in any event at such time as a component of the Improvements is Substantially Complete and any punchlist items with respect to such component have been addressed by General Contractor, Tenant shall execute and deliver an instrument confirming Tenant's acceptance of Landlord's Work or any appropriate portion thereof. f. Tenant has received and reviewed copies of the Construction Contract and the Construction Loan Documents and accepts their terms. Landlord hereby grants to Tenant, to the extent of its right to do so under the Construction Contract, the rights of Tenant described in the Construction Contract. In furtherance of the foregoing and not in limitation thereof, Tenant, at Tenant's sole cost and expense, agrees to cooperate with Landlord in all reasonable respects in (i) delivering prompt written responses to Landlord and, if requested, to General Contractor, in connection with any proposed amendment of, consents under, or giving of any waivers or approvals pursuant to the terms of the Construction Contract, (ii) delivering prompt written responses to Landlord and, if requested, to General Contractor, in connection with any Change Orders under the Construction Contract, (iii) satisfying conditions precedent to the advance of proceeds under the Construction Loan involving Tenant, (iv) delivering prompt written responses to Landlord and, if requested, to Lender, in connection with any proposed amendment of, consents under, or giving of any waivers or approvals pursuant to the terms of any of the Construction Loan Documents, (v) providing any estoppel certificates, documents, certificates or opinions reasonably requested by Landlord, General Contractor or Lender in connection with the transactions contemplated by the Construction Contract, this Lease and the Construction Loan Documents, and (vi) otherwise carrying out the effect and intent of the Construction Contract, this Lease and the Construction Loan Documents. g. Tenant shall at all times during the construction of the Improvements keep and maintain accurate books, records and accounts showing all materials ordered and received, and all disbursements and accounts payable in connection with the construction of the Improvements, and shall make such books, records and accounts available to Landlord, upon two business days' advance notice, for inspection and copying during normal business hours at the office of Tenant as set forth in the preliminary plans for caption of this Lease. h. Tenant acknowledges and agrees that, in dealing with Landlord under the Subsequent Floor Space by March terms and provisions of this paragraph 30, 2012Tenant shall be entitled to rely only on communications and statements of one of Landlord's Authorized Representatives, unless or such other person as Landlord signs may designate from time to time by written notice to Tenant. i. Tenant shall give Landlord prompt written notice of any incident of Force Majeure, commencement of any litigation, or other interruption of the construction of the Project or which may materially interfere with the ability to complete the warehouse component of the Improvements by September 1, 2000, or to complete the office building component of the Improvements by December 1, 2000. j. If Tenant shall have agreed to pay the increased cost shown on a lease with proposed plan or described in a new tenant proposed specification or required by a proposed Change Order pursuant to section 30(a) or 30(c), respectively, Tenant shall reimburse the cost of such element(s) of the Improvements in question as leasehold improvement(s) promptly after Final Completion, at a price equal to the increased cost of the work described in such plan, specification or Change Order under the design/build agreement between Landlord and General Contractor, plus the interest paid by Landlord used to pay for such costs pursuant to loan terms arranged by Tenant, so that the Original Premisesratio between Tenant's equity investment and the Construction Loan will, upon completion of the Improvements, remain constant, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice case any changes in Fixed Rent will be determined pursuant to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant this Lease. It is understood that Landlord will fund neither its equity investment nor a draw under the Construction Loan to pay for any such cost, but that such costs shall deliver be initially paid by an accommodation third party non-recourse loan to Landlord its finish specifications secured either by March 15, 2012. If Tenant misses any an assignment of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date Tenant's cost reimbursement agreement or a letter of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant credit under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedTenant's credit line. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct or cause the construction of the Building and do such other work the Improvements, and any necessary or appropriate off-site improvements (the “Off-Site Improvements”), including the Cross Pointe Boulevard and Proposed Columbia Street road improvements, acceleration and deceleration lanes, traffic signalization and control devices, curb cuts and driveways, on-site and/or off-site retention ponds, storm water and sanitary sewer drainage, and easements for access, maintenance and use thereof (collectively, the “Landlord’s Work”) ), in substantial conformity compliance with the Plans and Specifications (herein defined) which Landlord shall cause to be prepared and submitted to Tenant for its approval, which shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant have agreed to a set of preliminary plans for site design and outline building and office design, as more particularly described in Exhibit C attached hereto and incorporated herein by this reference, and specifications attached hereto as Exhibit D and incorporated herein by this reference (collectively the “Plans and Specifications”). Once the parties have approved final plans for the Leased Premises, the same shall be attached hereto as Exhibit C-1 and shall be incorporated herein by this reference, and shall supercede the preliminary plans initially attached to this Lease as Exhibit C, and such final plans then identified as Exhibit C-1 to the Lease shall be and form a part of the plans prepared by Plans and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Specifications. Landlord shall only be responsible for payment shall, at its sole costs and expense, on or before the earlier of a maximum cost the Scheduled Completion Date (as herein defined) or the date on which Landlord tenders delivery of $34.00 per rentable square foot the Premises to Tenant: (i) obtain all permits and approvals necessary for the design and construction completion of Landlord’s Work Work, including but not limited to such approvals as may be necessary or appropriate by, through or under that certain Declaration of Protective Covenants Cross Pointe Phase II (the “Landlord AllowanceDeclaration”) and any and all associations created thereunder or in accordance therewith, including but not limited to the Architectural Review Committee as defined in the Declaration (the “Association”). All costs of the ; (ii) complete Landlord’s Work in excess compliance with the Plans and Specifications, all applicable laws, statutes, ordinances, rules and regulations, the Declaration and any Association requirements, and deliver to Tenant a copy of (A) the Certificate of Occupancy for the Premises issued by the appropriate local jurisdictional authority, and (B) any and all other such permits and/or approvals as may have been required of Landlord hereunder or by local, state or federal authorities in connection with Landlord’s Work; and (iii) pay all taxes and fees (including but not limited to all tap-in and impact fees) applicable to the construction and delivery of the Leased Premises. (b) Landlord Allowance shall receive up to three (3) subcontractor bids for any changes to the final Plans and Specifications (any such change a “Change Order”). Landlord and Tenant shall review Change Order bids together. Landlord and Tenant shall agree in writing which subcontractor bid is elected for completion of said Change Order. All Change Orders must be borne approved in writing by both Landlord and Tenant prior to Landlord initiating any Change Order. For each additional Four Thousand Eight Hundred Dollars ($4,800.00) in Change Order cost requested by Tenant, the annual Rent per square foot shall go up by an amount equal to $.01. (c) Landlord shall complete Landlord’s Work and deliver the Leased Premises to Tenant no later than March 1, 2007 (the “Scheduled Completion Date”). If Landlord reasonably anticipates that the Leased Premises may not be delivered to Tenant by the Scheduled Completion Date, Landlord shall provide Tenant with written notice thereof not later than sixty (60) days prior to the Scheduled Completion Date. On or before the earlier of the Scheduled Completion Date (as herein defined) or the date on which Landlord tenders delivery of the Premises to Tenant, Landlord shall deliver to Tenant a copy of (i) the Certificate of Occupancy for the Premises issued by the appropriate local jurisdictional authority, and (ii) a copy of a certificate of substantial completion issued by its architect indicating that the Building and the Improvements have been completed in accordance with the Plans and Specifications and the requirements of this Lease, subject to identified “punch-list” items which do not materially affect Tenant’s ability to use the Building and the Improvements for the purpose of conducting its normal business operations. Within ten (10) business days after the Scheduled Completion Date, or such earlier date that Landlord shall deliver the Leased Premises to Tenant substantially complete and otherwise in the condition required by the terms of this Lease, Tenant shall complete its inspection of the Leased Premises. If Tenant agrees that the Building and Improvements are substantially complete, subject only to Landlord’s punch-list items, Tenant shall promptly confirm substantial completion of the Building and Improvements in writing to Landlord, and the date of such confirmation shall be paid the “Date of Substantial Completion”, and Rent shall commence as scheduled in Section 3(a); provided, however, in no event shall the Date of Substantial Completion be deemed to Landlord have occurred until a Certificate of Occupancy for the Premises shall have been issued by the appropriate local jurisdictional authority and Tenant shall not be required to accept the Premises until Landlord’s Work is complete. The parties will resolve any dispute concerning substantial completion in good faith; all punch-list items shall be complete and final completion achieved within thirty (30) days of delivery the Date of an invoice Substantial Completion. (d) Landlord and reasonable documentation therefor. Should Landlord not require usage Tenant recognize that time is of the full amount of the Landlord Allowance in the performance essence with regard to completion of Landlord’s Work, and that Tenant may choose to use up to $5.00 per RSF of will suffer business interruption and financial loss if the work is not completed within the time specified in Subsection 5(c). The parties also recognize the delays, expenses and difficulties involved in proving in any excess Landlord Allowance for legal proceeding the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used loss suffered by Tenant for if the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but work is not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building totally completed and the New Leased Premises shall be delivered to Tenant with the “Base Building Conditions” on time. Accordingly, instead of requiring any such proof, Tenant and Landlord agree that as set forth on Exhibit “C-2”, attached hereto and made liquidated damages for delay (but not as a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (ipenalty) Tenant shall approve preliminary plans receive as a credit against Rent hereunder, an amount equal to one day of free Rent for each day past the Initial Floor Space by February 29, 2012 (Scheduled Completion Date on which Landlord acknowledges that delivers the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice Leased Premises to Tenant of such new lease for in the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space condition required by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) this Lease. Tenant shall deliver and Landlord agree that the above estimate of liquidated damages is a reasonable effort by both parties to Landlord its finish specifications quantify the amount of damages likely to be suffered by March 15, 2012. If Tenant misses any in the event of delay in completion and delivery of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Leased Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Landlord will make certain improvements to the Premises (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which as will be attached heretoset forth on a space plan and scope of work (collectively, made a the “Plan”) which shall be mutually agreed upon by Landlord and Tenant. Should said Plan or any part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work require the preparation or development of additional plans or specifications, then Tenant shall have three (3) business days from Landlord’s submission of such additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such three (3) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Tenant’s approval thereof. Tenant’s disapproval of such plans and specifications shall specifically identify the nature of such disapproval. Landlord shall then have such plans and specifications amended to incorporate those items specified in Tenant’s disapproval to which Landlord agrees. Tenant’s approval of such plans and specifications shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated by the Plan, except pursuant to Section 5 below. Upon approval, or deemed approval, of such additional plans and specifications the same shall be deemed the “Plan” for the purposes of this Work Letter. Except as may be otherwise shown on the Plan, Landlord Allowance”)shall perform Landlord’s Work using building standard materials, quantities and procedures then in use by Landlord. All costs of To the extent that Landlord’s Work is to be performed in the Premises during Tenant’s occupancy, Landlord agrees to use commercially reasonable efforts to perform Landlord’s Work in excess a manner that minimizes disruption to the operation of Tenant’s business. Notwithstanding the foregoing, Tenant acknowledges and agrees that Landlord’s Work may interfere with the operation of Tenant’s business. Tenant agrees to cooperate with Landlord Allowance shall be borne and Landlord’s contractor and to follow all reasonable directions given by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in connection with the performance of Landlord’s Work, . Tenant may choose agrees to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of remove Tenant’s relocation equipment and other personal property from the Original Premises any work area promptly upon receiving a request to the New Premisesdo so from Landlord or Landlord’s agents. No portion of any excess Landlord Allowance may be applied Tenant shall determine what measures are necessary to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural feesprotect Tenant’s computers, furnitureequipment, fixtures furnishings and equipment other personal property from dirt, dust or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the paint resulting from Landlord’s Work, the New Building and the New Premises Tenant shall be delivered fully responsible for taking such measures. Except to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete extent directly arising from the gross negligence or willful misconduct of Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans indemnify and hold Landlord harmless from and against any and all liability and claims of any kind for loss or damage to any person or property arising out of or occurring during the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion performance of Landlord’s Work for in the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Premises while Tenant covenants that it will comply is in good faith with the terms of Exhibit “D”; occupancy and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2fullest extent permitted by law, the date of the Final Floor Space Commencement Date Landlord shall not be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted liable to Tenant for approval, injury or damage which approval shall not may be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated sustained by the number person or property of days Tenant, its employees, agents, invitees or customers, or any other person arising out of such delay. If any change, revision or supplement to the scope during construction of Landlord’s Work in the Premises while Tenant is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.occupancy

Landlord’s Work. (a) Landlord shall construct and do such other work (collectivelyA site plan of Premises, showing the “Landlord’s Work”) Improvements to be constructed in substantial conformity with their respective approximate locations when constructed is attached as Exhibit B: however the plans and outline specifications actual locations of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph Improvements when constructed are subject to change should according to the provisions of this Lease. Landlord require shall, at its sole cost and expense, cause the construction and completion of the Improvements substantially in accordance with the Plans, in strict compliance with all applicable Legal Requirements, and otherwise in a good and workmanlike manner and according to enter construction standards, methods and techniques used in construction of similar first-class multi-use facilities in the Original Premises earlier than Minneapolis-St. Paul metropolitan area (the "LANDLORD'S WORK"). Landlord's Work will xxxlude obtaining any approvals, permits, inspexxxxxx, certificates and authorizations (the "PERMITS") from applicable Governmental Authorities governmental authorizations for the construction of the Improvements. Landlord shall retain, at its sole cost and expense, Landlord's Contractor to oversee (from an architectural perspective) and perform Landlord's Work. "SUBSTANTIALLY IN ACCORDANCE WITH THE PLANS" means that the Improvements are constructed in strict accordance with the Plans with respect to all of the major aspects and specifications set forth in the Plans including all work and materials reasonably inferable from the Plans, but that reasonable deviations and substitutions are permitted from the details set forth in the Plans if necessary due to engineering or construction constraints, unavailability of materials or if otherwise required or occurring due to practical concerns or nature of the construction process, but only if the deviations and substitutions, when taken as a whole, do not substantially change the nature of the Improvements. If the mezzanine level and the elevators in the Building are not substantially completed in accordance with the Plans and the requirements of this Lease on the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced Tender of Possession (defined in this Article 3(bSection 23.3(b)), then Landlord shall diligently continue construction of the Fixed Rent abatements referenced mezzanine level and the elevators after Tender of Possession without interruption and must substantially complete the mezzanine level and elevators within twelve weeks after the later of (a) the date that a building permit has been issued for the Tenant Improvements, or (b) December 1, 2003. Landlord shall promptly commence and diligently pursue to completion any seasonal improvements such as the last layer of asphalt in Article 2(b) the driveways and (c) parking areas, painting and landscaping and sprinkler systems when weather and availability of materials permit. Tenant shall no longer be available to Tenant under this Amendment with respect give Landlord access to the specific floor or floors Premises for this purpose, and Landlord and Tenant shall cooperate in which the Milestone or Milestones were missed. (c) If any material revision or supplement good faith to ensure that Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted 's work related to Tenant for approval, which approval shall this purpose will not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) materially interfere with the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (eachTenant Improvements, a “Tenant’s Delay”); then 's moving into the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay Premises or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease's business and operationx xx xhe Premises, or disrupt labor harmony.

Landlord’s Work. (a) Landlord shall construct and do such other perform no work in order to prepare the Leased Premises for Tenant’s occupancy. Landlord shall contribute a sum that does not exceed the cost of $1,516,907.62 (collectively, the “LandlordWork Allowance”) on account of costs of labor, materials, architectural, design, engineering and space planning fees, licenses, permits, approvals, sign-offs, moving expenses and other “soft costs” to be incurred by Tenant in connection with Tenant’s initial alterations of the Leased Premises to prepare the Leased Premises for Tenant’s occupancy thereof (the “Initial Work”). Other than the Work Allowance, Landlord shall have no obligation to expend any sums or take any actions to prepare the Leased Premises for Tenant’s occupancy, and all such actions deemed necessary or desirable by Tenant shall be performed by Tenant at Tenant’s sole cost and expense, and otherwise in accordance with the terms of this Lease. In the event the actual cost of completing the Initial Work is less than the full amount of the Work Allowance, and except as expressly otherwise provided herein, Tenant may, at Tenant’s election, credit the difference between the Work Allowance and the actual cost of completing the Initial Work against future payments of Base Rent and/or “soft” costs associated with Tenant’s relocation to the Leased Premises, but in no event shall the amount of such credit exceed the sum of $149,448.00. (b) The Work Allowance shall be payable to Tenant upon requisition, which shall be made by presentation of a completed American Institute of Architects (“AIA”) form G702-1992 (or, if such form is discontinued, any form issued by the AIA replacing it) to Landlord, which shall be accompanied by: (i) a certification from Tenant’s architect that the work described in substantial conformity the requisition has been completed in accordance with the plans and outline specifications of approved by Landlord in connection with the plans prepared by Initial Work; and dated , which will be attached hereto, made a part hereof and collectively marked (b) partial lien waivers in the form annexed hereto as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for B-1” from Tenant’s general contractor, and any subcontractors, laborers and/or materialmen with respect to the design and construction of Landlord’s Work (work performed to the “Landlord Allowance”). All costs date of the Landlord’s Work in excess of requisition. Provided the foregoing items are delivered, Landlord Allowance shall be borne will disburse the amount requested by Tenant, and shall be paid to Landlord Tenant within thirty (30) days of delivery receipt of an invoice those items, or the last of them, less ten (10%) retainage. (c) The final requisition shall be accompanied by: (i) a certification from Tenant’s architect that all work has been completed in accordance with the plans and reasonable documentation therefor. Should specifications approved by Landlord not require usage in connection with the Initial Work; (b) final lien waivers in the form annexed hereto as Exhibit “B-2” from Tenant’s general contractor, and any subcontractors, laborers and/or materialmen with respect to the work performed to the date of the full requisition; (c) inspection approvals and/or permit sign-offs from any appropriate Federal, state and/or local agencies and/or authorities, and/or any applicable master association having jurisdiction over Tenant’s Initial Work; and (d) complete as-built sepia and CAD drawings of Tenant’s Initial Work. The final disbursement of the Work Allowance (including any prior retainage) shall be made within thirty (30) days of receipt of the last of the foregoing items. In the event Tenant has fully complied with the terms of this Section 6.1, and is not otherwise in default under the terms of this Lease beyond the expiration of any applicable notice and cure periods, and Landlord fails to disburse any part of the Work Allowance pursuant to the provisions of this Section 6.1, then Tenant, after providing Landlord with ten (10) days’ written notice of such nondisbursement, shall be entitled to offset any part of the Work Allowance not then disbursed against future payments of Rent, until the amount of Rent offset equals the amount of the Work Allowance not paid by Landlord. In the further event that, after Tenant offsets rent payments pursuant to this Section, Landlord disburses any undisbursed part of the Work Allowance in the performance of Landlord’s Workto Tenant, Tenant may choose shall promptly refund such disbursement to use up to $5.00 per RSF of any excess Landlord Allowance for Landlord. (d) Landlord, at its sole cost and expense, shall renovate the purchase of architectural feessecond (2nd) floor restrooms in a manner consistent with the sixth (6th) floor restrooms, furniturewhich renovations, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used unless delayed by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation Delay shall be paid to Tenant within 30 days of written request by Tenant but completed not sooner later than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months after completion of the Final Floor Space Commencement Date or forfeitedTenant’s Initial Work. Any excess Landlord Allowance shall be reimbursed Tenant, at its option, may elect to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays select its own finishes for the increased costs to be incurred by Landlord for such overtime labor. second (b2nd) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29floor restrooms, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under bear the Lease. Notwithstanding anything costs of such finishes to the contrary stated in Article 2(b), (c) or (d) above, extent such costs exceed the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 cost of the Leasefinishes for the fifth (5th) floor restrooms. (e) On or before May 1, 2013, Landlord shall relocate the Building’s designated smoking area to the rear of the Building.

Landlord’s Work. (a) Landlord shall construct cause to be performed at Landlord's sole cost and do such other expense the work described in Exhibit B (collectivelyhereinafter referred to as the "Landlord's Work"). The Exhibit B which is attached hereto as of the date hereof is a preliminary general description of the Landlord's Work. The obligations of the parties hereunder are expressly conditioned upon Landlord producing at Landlord's sole cost and expense, more detailed specifications for the Landlord's Work which have been approved by the parties on or before March 14, 1997 (after approval, the “"Plans"), such Plans to be memorialized in an amendment to this Lease pursuant to which the Plans will replace or supplement the current Exhibit B. If the Plans have not been approved on or before March 14, 1997, this Lease shall, at the option of either party exercised pursuant to written notice to the other, terminate, the Security Deposit shall be returned to Tenant and neither party shall have any further rights or obligations hereunder. All the Landlord’s Work”) 's Work shall be done in substantial conformity with a good and workmanlike manner employing first quality new materials and so as to conform to all applicable governmental laws, ordinances and regulations and the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Plans. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of make any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises changes to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of Plans without obtaining Tenant's prior written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld withheld, conditions or delayed. If In the event the Tenant fails to respond within five (5) days of the Landlord's written request for Tenant's approval to the initial draft of the Plans and any revisions or changes to the Plans, the Tenant's approval will be deemed given. All material changes to the Plans must be in writing and signed by both Landlord and Tenant. Landlord shall pay for all fees incurred by the Landlord in connection with Landlord's Work, including, without limitation, all architectural, engineering, consultant, utility, loan, development, transaction and building permit fees. Notwithstanding anything contained in this Lease or in this Section to the contrary, the Landlord has provided the Tenant with a construction allowance (the "Tenant Allowance") of up to but not exceeding the amount to be set forth on Exhibit B-1 with respect to the items (the "Allowance Items") described or listed on Exhibit B1. Exhibit B-1 will be incorporated into this Lease in conjunction with the amendment to incorporate the revised Plans. Any costs for the Allowance Items in excess of the Tenant Allowance will be the sole responsibility of the Tenant. In the event the cost of any Allowance Item will exceed the Tenant Allowance for the applicable Allowance Item, the Landlord will not be obligated to cause any work under this section to be performed unless and until the Tenant deposits with Fleet National Bank the amount in excess of the Tenant Allowance or other arrangements satisfactory to the Landlord in its reasonable discretion are made with respect to payment by the Tenant of such additional costs. Tenant may, at any time, without prejudice, deposit requested amounts hereunder with XxXxxxxx, Xxxx & Xxxxx, to be held in escrow pending resolution of the dispute. In the event that the Tenant desires to request a change in the Landlord's Work and/or Plans, the Tenant shall make such a request in writing. The Landlord shall review and either approve in writing (with or without modification by Landlord) or reject such changes within 10 days of its receipt of Tenant's written request. The Tenant shall bear the cost of the preparation of any plans and specifications, and any modifications thereof, which are required. The Tenant shall also be responsible to pay for the increase in cost of any such changes, including the contractor's and Landlord's markup for overhead and profit in connection therewith. The Landlord shall not be obligated to perform such change orders requested by the Tenant until both the Landlord and the Tenant have executed same and Tenant has agreed to pay for the costs of such change and/or modification of the scope of Landlord's Work and Plans. The parties agree that their consent to any change orders will not be unreasonably withheld, conditioned or delayed in such “substantial completion” except that all deadlines for the completion of Landlord's Work shall be extended as a result of (i) any delay resulting from Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested 's change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaseorders.

Landlord’s Work. (a) Landlord shall construct This Exhibit is attached to and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof of the Lease by and collectively marked between NORMANDY XXXXXXXXX ROAD, LLC, a Delaware limited liability company (“Landlord”) and BIO-KEY INTERNATIONAL, INC., a Delaware corporation (“Tenant”) for space in the Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Landlord and Tenant have attached to this Lease as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot F-1 preliminary plans and specifications for the design and construction of Landlord’s Work the Premises (the “Landlord AllowanceWork”) which have been approved by Landlord and Tenant (the “Plans”). All costs Subject to Tenant’s delivery of $3,000 to Landlord as Tenant’s contribution for installation of electrical outlets set forth in item 13 of Exhibit F-1 prior to commencement of construction, Landlord agrees to construct the Landlord’s Work Premises on a “turnkey basis” in excess of accordance with the Landlord Allowance Plans, which construction shall be borne by Tenant, completed in a good and shall be paid to Landlord within thirty (30) days of delivery of an invoice workmanlike manner and reasonable documentation thereforin compliance with all applicable laws and regulations. Should Landlord not require usage of In the full amount of the Landlord Allowance in the performance of Landlord’s Work, event Tenant may choose to use up to $5.00 per RSF of desires any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises changes to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which casePlans, Tenant shall submit to Landlord proposed changes to the Plans. Within five (5) business days after receipt of any proposed changes from Tenant, Landlord shall approve preliminary plans or reject same and if rejecting same, shall state the reasons for such rejection, and Landlord’s approval shall not be unreasonably withheld or delayed, except that Landlord shall have complete discretion with regard to granting or withholding approval of the Subsequent Floor Space portions of the changes to the extent the they would impact the Building’s structure or systems, affect future marketability of the Premises or Building or would be visible from the common facilities or exterior of the Building. Landlord shall, upon granting of any approval, notify Tenant of the amount of additional cost arising therefrom, if any, which shall include Landlord’s designated contractor’s Profit of ten percent (10%) (“Additional Construction Cost”), which Tenant shall pay to Landlord upon demand, and the amount of additional time required by Landlord to implement and complete said changes. Tenant reserves the right to approve the undertaking of such subcontractor work within five (5) business days of Landlord’s written notice to the date Landlord provides Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012Additional Construction Cost. If Tenant misses fails to notify Landlord in writing that Tenant does not approve such contractor work, Tenant shall be deemed to have approved same. Tenant hereby acknowledges that any failure by Tenant to approve such subcontractor work may result in a delay in completion of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary Work. In the event of a rejection by LandlordLandlord of any proposed changes, those revisions Tenant may revise such changes and supplements shall be re-submit them pursuant hereto. No plans submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed considered to be Plans unless they are submitted to Landlord signed and in proper and sufficient form for Landlord to obtain all necessary permits and approvals to construct the Premises in accordance with such “substantial completion” as a result of (i) Plans. All change order requests and information pertaining thereto shall be conveyed to Landlord by , Tenant’s request for materialsdesignated representative. In the event Tenant desires any change in the Plans, finishes Tenant shall submit to Landlord together with the proposed changes, instructions to Landlord as to whether to cease work or installations other than Landlord’s standard; (ii) Tenant’s cease any segment of work while the change is in the approval process or whether Landlord should continue constructing the Premises in accordance with the Plans notwithstanding the proposed changes thereto. In the event no such instructions are given, Landlord shall continue constructing the Premises in said plans; (iii) accordance with the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement Plans without regard to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.proposed changes

Landlord’s Work. (a) Landlord shall construct provide Tenant with a turnkey construction of the Premises by performing the work shown on the plan attached hereto as Exhibit C (the “Landlord Work Plan”; and do such other work (collectively, being referred to herein as the “Landlord’s Work”. (b) Landlord shall enter into a direct contract (“Construction Contract”) for Landlord’s Work with a general contractor selected by Landlord (the “General Contractor”). The General Contractor shall obtain all approvals and permits required by applicable Legal Requirements (as defined in substantial conformity with Section 11.7 hereof) to perform the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Landlord’s Work. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for performing the design and construction of Landlord’s Work; provided, however, (i) in no event shall Landlord be obligated to perform any work or alterations which are not shown on the Landlord Work Plan; and (the “ii) in no event shall Landlord Allowance”). All costs be obligated to expend an amount in excess of the Landlord’s Work in excess Contribution on account of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant. Landlord’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may Contribution shall be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months toward all of the Final Floor Space Commencement Date or forfeited. Any excess costs and expenses incurred by Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord arising out of reasonable paid invoices. In addition to and in connection with performing the Landlord’s Work, including, without limitation, architectural and engineering fees, construction costs, permit fees, overhead and profit of the New Building general contractor, costs and expenses for the New Premises purchase and installation of improvements and a construction management fee payable to Landlord in the amount of three percent (3%) of all costs incurred for Landlord’s Work up to the amount of the Landlord’s Contribution; it being agreed that Tenant shall not be delivered required to Tenant with pay any construction management fee attributable to Tenant’s Contribution. If, from time to time, Landlord determines in its good faith reasonable discretion that the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete cost of performing the Landlord’s Work and/or will exceed the Base Building Conditions so long as amount of the Landlord’s Contribution, Landlord shall notify Tenant pays for (the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“MilestonesCost Overrun Notice”) are as follows: of the estimated amount of such cost overruns (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012“Cost Overruns”); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within . Within five (5) business days of after Landlord sends the Cost Overrun Notice, Tenant shall notify Landlord whether Tenant accepts or rejects the Cost Overruns; provided, that if (i) Tenant fails to respond to Landlord within such five (5) business day period, then Tenant shall be deemed to have approved the Cost Overruns and Landlord shall be permitted to perform Landlord’s written notice Work with respect thereto or (ii) if Tenant rejects the Cost Overruns, then Landlord and Tenant will reasonably cooperate to determine the same within three (3) business days and any day after such three (3) business day period to do so shall be deemed to be a Tenant Delay. Tenant shall pay to Landlord, within ten (10) business days after Landlord incurs such costs and provides reasonable evidence to Tenant of the same, as Additional Rent, a sum equal to the amount of such new lease for excess of the Original Premises; costs and expenses of performing Landlord’s Work over the amount of the Landlord’s Contribution (iii) the “Tenant’s Contribution”). Notwithstanding the occurrence of the Commencement Date, Tenant shall approve not be permitted plans for to commence occupancy of the Initial Floor Space by March 15, 2012 Premises unless and permitted plans for until Tenant delivers the Subsequent Floor Space by April 15, 2012; (iv) Tenant’s Contribution. Tenant shall approve permitted plans for have the Final Floor Space by the 120th day prior right to appoint a construction representative (“Tenant’s Representative”), at Tenant’s sole cost and expense, to interface with Landlord and its construction team during Landlord’s Work. Landlord shall keep Tenant’s Representative reasonably updated as to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion progress of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date costs associated therewith (i.e., progress towards the maximum amount of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(bLandlord’s Contribution), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision part of Landlord’s Work is delayed from being Substantially Completed as a result of or supplement arising out of a Tenant Delay (as defined below), then Landlord’s Work shall be deemed to have been Substantially Completed on the date that such work would have been Substantially Completed but for such Tenant Delay. Without limiting the foregoing, if the Landlord’s Work is deemed necessary by LandlordSubstantially Completed as aforesaid, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) but the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenantnot in fact Substantially Completed, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change (except with Landlord’s prior written consent) be entitled to take possession of the Initial Floor Space Commencement Date, Premises for any purpose until the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 is in fact Substantially Completed. As used herein, “Tenant Delay” shall mean any delay in the performance of the Leasework required by Landlord pursuant to Section 7.1 of this Lease that actually delays Landlord’s Work by one (1) day or more and/or the issuance of a building permit or certificate of occupancy arising out of or resulting from the following: (i) any delay and/or default on the part of Tenant or its agents (including Tenant’s Representative), engineers, architects, or contractors, or (ii) any interference with the performance of the work required hereunder by Landlord by Tenant or any of its agents (including Tenant’s Representative), engineers, architects, or contractors, or (iii) any other action or inaction by Tenant or any of Tenant’s agents (including Tenant’s Representative), engineers, architects, or contractors.

Landlord’s Work. (a) The Landlord shall construct and do such other work (collectivelycovenants that, at the “Landlord’s Work”) in substantial conformity with sole cost and expense: It will complete the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work and comply with all requirements necessary to obtain all necessary certificates of occupancy for the Building, or cause the same to be completed, in a good and workmanlike manner, free and clear of all mechanics’, materialman’s or similar liens, and shall equip the Building or cause the same to be equipped with all necessary and appropriate fixtures, equipment and articles of personal property, all in accordance with such Plans and Specifications, except that Landlord's obligation with respect to fixtures, equipment, and personal property extends only to the cost to install such items in the Building and does not include any obligation to pay any acquisition, delivery, or similar costs, expenses or charges for such fixtures, equipment, and personal property. The Tenant shall have the right to inspect such work and the Landlord shall facilitate the efficiency and effectiveness of the inspection process by coordinating inspections among the interested parties (as well as assuring the “Landlord Allowance”correction of any deficiencies that may arise). All costs Notwithstanding the forgoing, the Tenant shall have no obligation to make or have its representative make any such inspection of the Landlord’s Work in excess of Work. Such inspections are for the Tenant’s information only and the Landlord Allowance shall not be borne by Tenant, and shall be paid to Landlord within thirty (30) days relieved of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor obligation to complete the Landlord’s Work and/or in accordance with this Master Lease. In no event shall the Base Building Conditions Tenant’s inspection of the work be deemed acceptance of all or any of the work, equipment, or materials, or a waiver of any right of the Tenant under this Master Lease. The Tenant shall receive Notice of and have the right to attend construction meetings; The Landlord’s environmental responsibilities with respect to Landlord’s Work are as follows: The Landlord, its agents, employees, and contractors shall not, and shall not permit any other person, including, but not limited to, third parties with whom the Landlord contracts, to bring onto the Property any Hazardous Substance or incorporate any Hazardous Substance into the improvements constructed on the Property. For purposes of this Section 7.7, the term Hazardous Substance shall not include construction materials in reasonable quantities for lawful and customary use in the construction of the Landlord’s Work, so long as Tenant pays such material is used, held, stored, and disposed of in accordance with applicable Environmental Laws. Except for with respect to matters described in the increased costs to Environmental Reports, the Landlord shall be incurred by responsible for removal of any Hazardous Substance on the Property in violation of this provision; The Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith comply, and shall cause its contractors and subcontractors to comply, with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment all Environmental Laws with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work Work; Except as described in the Environmental Reports, no affiliate of the Landlord has ever received notification from any federal, state or other governmental authority of (x) any potential, known, or threat of release of any Hazardous Substance from the Property or (y) the incurrence of any expense or loss by any such governmental authority or by any other Person in connection with the assessment, containment or removal of any release or threat of release of any Hazardous Substances from the Property, and no Hazardous Substance is deemed necessary by Landlordnow or, those revisions to the best of its knowledge, was ever, stored on, transported, or disposed of on the Property except to the extent any such storage, transport or disposition was at all times in compliance with all laws, ordinances, and supplements regulations pertaining thereto. Any actions recommended to be taken which were contained in the Environmental Reports or any other environmental assessment reports prepared in conjunction with the development of the Property shall be submitted to Tenant for approvalappropriately completed in a manner that fully complies with such recommendations and all laws, which approval shall not be unreasonably withheld regulations, ordinances, orders or delayed. If decrees pertaining thereto; and As soon as practicable after Completion, the Landlord shall be delayed in such “substantial completion” as a result of deliver to the Tenant: (i) Tenant’s request for materials, finishes or installations other than Landlord’s standarda certificate of substantial completion as certified by the Architect; (ii) Tenant’s changes in said plansall necessary certificates of occupancy from the applicable governmental jurisdiction(s) or authority(ies) for one hundred percent (100%) of the improvements therein; and (iii) the performance or completion any other documentation necessary to establish placement in service for purposes of any work, labor or services by a party employed by Tenant; (ivSection 47(b) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced Code (“Placement in Article 3(b) above (each, a “Tenant’s DelayService”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall agrees to (i) disassemble certain work stations which are in the location of the new demising wall referenced in (ii) below and necessary to be removed in order to construct the demising wall (ii) install a demising wall for the Expansion Space where noted on Exhibit A attached hereto (iii) remove work stations in the Expansion Space not being utilized by Tenant and do such other work of which Tenant gives Landlord written notice on or before February 15, 2004 and (collectivelyiv) remove one (1) conference room table (collectively (i), (ii), (iii) and (iv) being "Landlord's Work") at Landlord's sole cost and expense on or before the Commencement Date, utilizing quality material and construction practices. The Landlord's Work will be performed by Landlord's general contractor. Landlord agrees to use good faith diligent efforts to complete the Landlord's Work on or before the Commencement Date. With the exception only of Landlord's Work, the “Landlord’s Work”) Premises shall be leased to Tenant in substantial conformity with the plans and outline specifications its "as is, where is" condition as of the plans prepared by and dated , which will be attached hereto, made a part date hereof and collectively marked as Exhibit “C-1”on the Commencement Date and Landlord shall not be required to make nor to pay for any alterations or improvements necessary or required in connection with Tenant's use and/or occupancy of the Premises. Landlord shall only use good faith efforts to complete the Landlord's Work and deliver the Expansion Space to Tenant broom-clean and free of all occupants on or before March 1, 2004. The Commencement Date of this Lease shall be the first to occur of (i) the date of substantial completion of the Landlord's Work and the Approved Tenant's TI Work (as defined in Section 3.2(b) and delivery of the Expansion Space broom-clean and free of all occupants or (ii) the date upon which Tenant commences use or occupancy of all or any part of the Expansion Space for the Permitted Uses as opposed to mere entry for the limited purposes allowed in connection with an Early Entry (as hereafter defined). At such time and to the extent that Landlord shall reasonably determine that Landlord's Work (as said term is hereafter defined) has progressed to the point that entry by Tenant or Tenant's contractors will not materially interfere with the performance and completion of Landlord's Work, Landlord shall permit Tenant, Tenant's employees and Tenant's contractors and vendors to enter the Premises prior to the Commencement Date ("Early Entry") in order to perform Tenant's TI Work and installations of telecommunications, voice and data systems, furniture and other equipment. Such Early Entry shall be upon and subject to all of the terms, covenants and provisions of this Lease notwithstanding that the Commencement Date shall not then have occurred except that Tenant shall not be responsible for the payment of a maximum cost of $34.00 per rentable square foot for Basic Rent and Additional Charges pursuant to Sections 5 and 6 hereof until the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs occurrence of the Landlord’s Work in excess of Commencement Date. Tenant shall have the Landlord Allowance shall be borne by Tenantright, and shall be paid to Landlord but not the obligation, to, within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of after the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but have the rentable square footage of the Expansion Space measured by an architect or engineer selected by Tenant and approved by Landlord which approval will not be unreasonably withheld. If Tenant fails to complete such measurement and deliver a copy thereof to Landlord together with a notice (a "Measurement Notice") claiming a right to remeasurement hereunder within thirty (30) days after the Commencement Date, such failure shall constitute a waiver on the part of the Tenant to thereafter measure or challenge the rentable square footage of the Expansion Space. If such Measurement Notice and related measurement of the rentable square footage of the Expansion Space is delivered to Landlord within such thirty (30) day period, then Landlord and Tenant shall promptly meet in any event an attempt to resolve their differences as to the rentable square footage of the Expansion Space and pending resolution of such differences, the Expansion Space shall be requested within six (6) months deemed to continue to have rentable square footage set forth in this Lease. Upon agreement or final resolution by a court of competent jurisdiction as to the rentable square footage of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance Expansion Space, the Annual Fixed Rent and Tenant's Proportionate Share shall be reimbursed adjusted to Tenant upon submission to Landlord take into account any increase or decrease of reasonable paid invoicesthe rentable square footage resulting from such measurement. In addition to the Tenant's architect or engineer shall use Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays 's measurement method for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for calculation of rentable square footage in the Initial Floor Space by February 29, 2012 (Landlord acknowledges that Building in determining rentable square footage of the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case. Upon request of Landlord, Tenant shall approve preliminary plans for promptly execute a declaration setting forth the Subsequent Floor Space within five (5) business days actual Commencement Date of Landlord’s written notice this Lease as well as any adjustment to Tenant the rentable square footage of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for Premises and Tenant's Proportionate Share resulting from remeasurement of the Initial Floor Expansion Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedTenant. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct or cause the construction of the Building and do such other work the Improvements, and any necessary or appropriate off-site improvements (the “Off-Site Improvements”), including the Xxxxxx Xxxx road improvements, acceleration and deceleration lanes, traffic signalization and control devices, curb cuts and driveways, on-site and/or off-site retention ponds, storm water and sanitary sewer drainage, and easements for access, maintenance and use thereof (collectively, the “Landlord’s Work”) ), in substantial conformity compliance with the plans and outline specifications of the plans which Landlord shall cause to be prepared by and dated submitted to Tenant for its approval, which will shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant have agreed to a set of preliminary plans for site design and building and office design, as more particularly described in Exhibit C attached hereto and incorporated herein by this reference, and specifications attached hereto as Exhibit D and incorporated herein by this reference (collectively the “Plans and Specifications”). Once the parties have approved final plans for the Leased Premises, the same shall be attached hereto, made a part hereof and collectively marked hereto as Exhibit “C-1”. C-1 and shall be incorporated herein by this reference, and shall supercede the preliminary plans initially attached to this Lease as Exhibit C. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot shall, at its sole costs and expense: (i) obtain all permits and approvals necessary for the design and construction completion of Landlord’s Work Work; (the “Landlord Allowance”). All costs of the ii) complete Landlord’s Work in excess compliance with all applicable laws, statutes, ordinances, rules and regulations; and (iii) pay all taxes and fees (including but not limited to all tap-in and impact fees) applicable to the construction and delivery of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Leased Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates Landlord shall receive up to three (3) subcontractor bids for any changes to the final Plans and Specifications (any such change a “MilestonesChange Order”) are as follows: (i) ). Landlord and Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (review Change Order bids together. Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) and Tenant shall approve preliminary plans agree in writing which subcontractor bid is elected for the Subsequent Floor Space completion of said Change Order. All Change Orders must be approved in writing by March 30, 2012, unless both Landlord signs a lease with a new tenant for the Original Premises, in which case, and Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but Landlord initiating any Change Order. For each additional Thirty-Eight Thousand Dollars ($38,000.00) in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space Change Order cost requested by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2Tenant, the date of the Final Floor Space Commencement Date annual Rent per square foot shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject go up by an amount equal to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed$.01. (c) If any material revision or supplement to Landlord shall complete Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted deliver the Leased Premises to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement according to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall Project Milestones Schedule (including but not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything limited to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.each specific

Landlord’s Work. (a) Landlord shall construct shall, at Landlord’s expense, cause to be performed the work required by Exhibits B and do such other work C (collectively, the “Landlord’s Work”) in substantial conformity with ). The first portion of Landlord’s Work is as set forth on Exhibit B attached to this Lease (the plans and outline specifications “Initial Landlord’s Work”). The second portion of Landlord’s Work is as set forth on Exhibit C attached to this Lease (the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1Remaining Landlord’s Work”). Landlord shall only commence Landlord’s Work following the Date of this Lease with the understanding that Landlord shall diligently attend to those components of the Initial Landlord’s Work as necessary to meet the Initial Landlord’s Work Target Date stated in Section 1.1 above in order for Tenant to commence Tenant’s Work (defined below). Landlord s Work shall be responsible for payment done in a good and workmanlike manner employing good materials and so as to conform to all applicable building laws. Tenant agrees that Landlord may make any changes in such work which may become reasonably necessary or advisable without approval of a maximum cost Tenant, provided written notice is promptly given to Tenant. It is the intent of $34.00 per rentable square foot for the design and construction parties that Tenant may commence Tenant’s Work (as defined below) while Landlord is performing the Initial Landlord’s Work, with the understanding that all portions of Landlord’s Work (both the “Landlord Allowance”). All costs of the Initial Landlord’s Work in excess of and the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Remaining Landlord’s Work) and Tenant’s Work can be performed simultaneously, it being agreed that Tenant may choose and Landlord shall reasonably cooperate with each other to facilitate such work. Tenant wishes to move into that portion of the Premises that Tenant intends to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six as laboratory space (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“MilestonesLab Space”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29December 31, 2012 (Landlord acknowledges 2016. Provided that the preliminary plans for same will not delay the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion Substantial Completion of Landlord’s Work (or any component thereof), Landlord intends to cooperate with Tenant’s efforts to obtain a temporary certificate of occupancy for the Initial Floor Lab Space (and for to enable Tenant to occupy the Subsequent Floor Lab Space should on such date. Landlord sign a lease with a new tenant for the Original Premises). agrees that Tenant covenants that it will comply may make changes in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, request upgrades to certain components with the approval of Landlord (which approval shall not be unreasonably withheld withheld, conditioned or delayeddelayed taking into account time constraints for the completion of Landlord’s Work, and otherwise utilizing the standards set forth in Section 6.2.5 regarding Landlord’s approval of alterations) and the execution by Landlord and Tenant of a Work Change Order, in the form attached hereto as Exhibit D. Tenant shall be responsible for all costs associated with such change orders or upgrades, including but not limited to any engineering or other professional fees associated with such items. If The terms “Substantially Completed”, “Substantial Completion” or any permutation thereof as used herein shall mean that the applicable portion of Landlord’s Work (i.e. the Initial Landlord’s Work and/or the Remaining Landlord’s Work) has been completed with the exception of minor items which can be fully completed without material interference with Tenant and other items which because of the season or weather or the nature of the item are not practicable to do at the time, provided that none of said items is necessary to make the Premises tenantable for the Permitted Uses. However, if Landlord is delayed from Substantially Completing any portion of Landlord’s Work (i.e. the Initial Landlord’s Work and/or the Remaining Landlord’s Work) because of a Tenant Delay (defined in Section 3.2 below), then such portion of Landlord’s Work shall be deemed to be “Substantially Completed” on the date that such work would have been Substantially Completed but for such Tenant Delay (but Landlord shall not be delayed relieved of the obligation to actually complete Landlord’s Work). Provided the Lease is fully executed on or before August 23, 2016, then, subject to Force Majeure events (defined in such “substantial completion” as a result Section 10.5 hereof) and any Tenant Delay, Landlord shall use diligence to cause (a) the Initial Landlord’s Work to be Substantially Completed by the Initial Landlord’s Work Target Date, and (b) the Remaining Landlord’s Work to be Substantially Completed by the Remaining Landlord’s Work Target Date. In the event that the entirety of Landlord’s Work (iboth Initial Landlord’s Work and the Remaining Landlord’s Work) Tenant’s request is not Substantially Completed by February 7, 2017, for materials, finishes or installations any reason other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance a Tenant Delay or completion of any workForce Majeure event, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Rent Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder Date shall be accelerated extended by one (1) day for each day of delay thereafter until the number of days of such delay. If any change, revision or supplement to the scope entirety of Landlord’s Work is requested by TenantSubstantially Completed (or is deemed Substantially Completed, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(bas set forth above), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. A. Landlord agrees to cause to be performed, at its sole expense, the work to the front entry and facade of the Building substantially as shown on the plan attached hereto as Exhibit C (athe “Facade Work”), and the base building improvements described in Exhibit C-l attached hereto and incorporated herein by reference (the “Base Building Work”). Subject to the provisions of Section 10.5 of the Lease, and any delay caused by Tenant, the Landlord’s Facade Work described in Exhibit C, and the Base Building Work described in Exhibit C-l, shall all be substantially completed (defined below) Landlord no later than the date (the “Substantial Completion Date”) which is 120 days after the Site Plan Approval Date, provided Tenant cooperates with Landlord’s reasonable and necessary requirements to timely perform such work and coordinate the same with a corresponding Phase of Tenant’s Work, as applicable, and provided further that there is no delay caused by Tenant. The Facade Work and the Base Building Work are sometimes collectively referred to herein as “Landlord’s Work.” B. All of Landlord’s Work shall construct be completed by Landlord’s contractor, in a good and do such other work workmanlike manner employing good materials and so as to conform to all applicable governmental laws, statutes, ordinances, rules, codes and regulations (collectively, the “LandlordApplicable Laws”). Landlord agrees to cause its architects, engineers and contractors to coordinate and reasonably cooperate with those of Tenant to enable Tenant’s Work”) in substantial conformity with Work to be performed on schedule. Subject to the plans and outline specifications provisions of Section 10.5 of the plans prepared by and dated Lease, which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. if Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction fails to substantially complete all of Landlord’s Work (by the “Landlord Allowance”). All costs date which is 30 days after the Substantial Completion Date, and such failure is not due to the actions or inaction of Tenant, then Tenant, at its option, may perform the work to complete any uncomplete portions of Landlord’s Work in excess of the Landlord Allowance shall be borne by TenantWork, and shall be paid to Landlord shall, within thirty (30) days after demand therefor, reimburse Tenant for all out of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of pocket costs incurred by Tenant in completing such work, together with interest thereon at the full amount of the Landlord Allowance Prime Rate as published in the performance of Landlord’s Work, Tenant may choose Wall Street Journal from time to use up time plus two percentage points per annum. C. The term “substantially completed” as used herein shall mean that the work to $5.00 per RSF of any excess be performed by Landlord Allowance for the purchase of architectural fees, furniture, fixtures pursuant to Exhibits C and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant C-l has been completed with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the exception of (i) defects in Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) of which Tenant shall approve preliminary plans for have given notice to Landlord within one (1) year after the Initial Floor Space by February 29Substantial Completion Date, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); and (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30minor items which can be fully completed without material interference with Tenant, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in and other items which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date because of the Final Floor Spaceseason or weather or the nature of the item are not practicable to do at the time, but in no event later than November 30, 2012; (v) Tenant shall deliver provided that none of said items is necessary to Landlord signed/sealed Tele/Data plans for make the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for Premises tenantable. Any dispute between the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements parties as set forth on Exhibit “D”, attached hereto is a prerequisite to the whether substantial completion of Landlord’s Work has occurred which continues for the Initial Floor Space thirty (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi30) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything days after notice from either party to the contrary contained in Article 2other, the date may upon request of the Final Floor Space Commencement Date either party be submitted for resolution to a mutually acceptable architect whose decision shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence binding on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaseparties.

Landlord’s Work. (a) At Landlord’s sole expense, Landlord shall construct and do such other will complete the work to the Leased Premises the work identified on Exhibit D. with minor variations as Landlord may deem advisable after consultation with Tenant (collectively, the “Landlord’s Work”) in substantial conformity ). Tenant has the right to hire an architect to work with Landlord to design the plans and outline specifications of Leased Premises, including design features that reduce the plans prepared by and dated , which Operating Costs for the Office Building. Tenant’s architectural fees will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for included in the design and construction of Tenant Improvement Allowance. (b) Landlord’s Work will be performed and constructed in a good and workmanlike manner and in compliance with all applicable statutes, building codes, governmental rules, regulations and other applicable laws, and, if applicable, the Declaration and any other applicable covenants, conditions and restrictions. (c) Landlord will use reasonable efforts to complete Landlord’s Work on or before December 1, 2008, subject to any delay caused by the occurrence of an Event of Force Majeure or Tenant’s Delay. If on the date the Landlord delivers the Leased Premises to Tenant with Landlord’s Work Substantially Completed, there remain items of construction of finishing work to be completed which do not materially interfere with the performance of Tenant Improvements, Landlord and Tenant will, within five (5) business days from the date Landlord delivers the Leased Premises to Tenant with Landlord’s Work Substantially Completed, jointly prepare a written list (the “Punchlist”) of such uncompleted items. Landlord Allowance”). All costs of agrees to complete the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord Punchlist items with all due diligence within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage the preparation of the full amount Punchlist, subject to any delay caused by the occurrence of the any Event of Force Majeure. Landlord Allowance in shall not cause or permit any material interference with the performance of Tenant Improvements in connection with completion of the Punchlist items. Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may Work will be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six considered substantially completed at such time as (6i) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant architect has correctly certified that Landlord’s Work has been substantially completed in accordance with the “Base Building Conditions” as set forth on Exhibit “C-2”, general specifications attached hereto and made a part hereofhereof as Exhibit D and (ii) Landlord has delivered the Leased Premises to Tenant for performance of Tenant Improvements (as defined in Article 8.2). Tenant may request that At Landlord’s sole expense, Landlord use overtime labor shall cause Substantial Completion of the Office Building, Common Area (including, but not limited to complete the Parking Area, but excluding the Delayed Common Area Improvements (as hereinafter defined)) and the Office Building Common Area (collectively, the “Landlord Project Improvements”), prior to the Commencement Date. As used herein, the “Delayed Common Area Improvements” shall mean landscaping, hardscape and other exterior Landlord’s Work and/or that will not delay Tenant’s occupancy permit or materially adversely affect Tenant’s use or enjoyment of the Base Leased Premises, Common Area or Office Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime laborCommon Area. (bd) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans If for any reason Landlord has not broken ground and commenced pouring footings for the Initial Floor Space Office Building by February 29December 15, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved 2007, then Tenant may terminate this Lease by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s delivering written notice to that effect to Landlord. However, if Landlord breaks ground and commences pouring the footings for the Office Building within thirty (30) days after receipt of such notice from Tenant, then Landlord shall promptly notify Tenant of such new lease for the Original Premises; (iii) same and the termination notice from Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 be deemed to be null and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedvoid. (ce) If any material revision or supplement Landlord has not commenced erection of the steel structure of the Office Building by May 15, 2008, then Tenant shall have the right to terminate this Lease by delivering written notice to that effect to Landlord’s Work is deemed necessary by Landlord. However, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If if Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any commences erection of the Milestones referenced in Article 3(bsteel for the Office Building within thirty (30) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days after receipt of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by notice from Tenant, then such increased costs associated with such requested change over Landlord shall promptly notify Tenant of the same and above the Landlord Allowance termination notice from Tenant shall be paid by Tenant upfront deemed to be null and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. void. (f) Notwithstanding anything to the contrary stated in Article 2(b)contrary, (c) Landlord will use reasonable efforts to complete the Delayed Common Area Improvements on or (d) abovebefore July 1, 2009, subject to any delay caused by the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay occurrence of an Event of Force Majeure or Tenant’s change orderdelay. Landlord’s Work constitutes an Alteration under Article 8 of The Delayed Common Area Improvements will be considered substantially completed at such time as the Lease.Project architect has correctly certified that said work has been substantially completed in accordance with the general specifications attached hereto and made part hereof as Exhibit D.

Landlord’s Work. Landlord shall, at Landlord’s sole cost and expense, complete the improvements to the Expansion Premises as shown on the plans and specifications attached hereto as Exhibit B and made a part hereof (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity accordance with the plans good workmanship and outline specifications of the plans prepared by materials and dated , which will be attached hereto, made a part hereof all applicable building codes and collectively marked as Exhibit “C-1”regulations. Landlord shall only also, at its sole cost and expense (and such expense shall not be responsible for payment included in Operating Expenses), perform maintenance and repairs to the HVAC systems, dock equipment (doors, levelers and dock locks), and facility lighting of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work Expansion Premises (the “Repair Work”) to insure that all are in good working order as of the First Expansion Date for the First Expansion Premises and the Second Expansion Date for the Second Expansion Premises. Tenant acknowledges and agrees that (i) Landlord Allowance”). All costs shall not be liable to Tenant for any inconveniences Tenant may experience during the performance, construction or installation of the Landlord’s Work and the Repair Work which are beyond Landlord’s control or for any delays in excess Landlord’s completion of the Landlord’s Work and the Repair Work (regardless of the length of any such delays); (ii) Landlord Allowance shall not be obligated to perform the Landlord’s Work and the Repair Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant’s agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the performance and completion of the Landlord’s Work and the Repair Work (regardless of whether such Landlord’s Work and Repair Work is performed by Landlord or any of Landlord’s agents, employees, contractors, or subcontractors); (iv) Landlord shall have access to the Expansion Premises (and the Existing Premises with reasonable notice during normal business hours) for the purpose of performing the Landlord’s Work and the Repair Work; and (v) Tenant shall reasonably cooperate with Landlord during the performance, construction and installation of the Landlord’s Work and the Repair Work and Tenant shall be borne by Tenantresponsible, at no cost to Landlord, for the moving of any and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the completion of) the Landlord’s Work and the Repair Work. Notwithstanding the foregoing, Landlord and Tenant shall cooperate to schedule a mutually agreeable time for Landlord to perform the Landlord’s Work and the Repair Work in order to minimize disruption to Lessee. Landlord hereby warrants and that the HVAC system serving the Expansion Premises shall be in good working condition for a period of three (3) months following the First Expansion Date. Landlord shall perform any and all maintenance, repairs and replacement of such HVAC system serving the Expansion Premises during such three (3) month period, at Landlord’s sole cost and expense, and such expense shall not be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation thereforincluded in Operating Expenses. Should Landlord not require usage Upon termination of the full amount Primary Term of the Existing Premises, Landlord Allowance shall, at its sole cost and expense (and such expense shall not be included in Operating Expenses), remove and seal the doors included in the performance description of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) required to perform any additional demising work to separately demise the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within Expansion Premises from the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the LeaseExisting Premises.

Landlord’s Work. (aA) Landlord shall perform the work necessary to construct the Premises in accordance with Tenant’s Final Plans (such work being collectively referred to herein as “Landlord’s Work”). Tenant shall prepare, at Landlord’s expense, detailed plans fully complete, ready for construction and do suitable for bidding of a standard office build out based on the preliminary lay out plan attached hereto as Exhibit “6.2”-1 and made a part hereof and the work letter (the “Work Letter”) attached hereto as Exhibit “6.2”-2 and made a part hereof (such other work detailed plans to the extent finally approved by Landlord subject to the terms of Section 7.3 hereof, “Tenant’s Final Plans”); it being understood, however, that Landlord shall perform all applicable portions of Landlord’s Work, including without limitation, those specific items of Landlord’s Work set forth in the Work Letter, using Building Standard Materials. It being agreed that Landlord shall pay the cost of engineering of a supplemental air conditioning unit to be installed in the Premises (the “Supplemental Unit”). Notwithstanding the foregoing to the contrary, Landlord’s Work shall not include the installation of any supplemental air conditioning system, furniture or built-ins or telecommunication wiring or equipment even if same are shown on Tenant’s Final Plans; provided, however, Landlord shall install the Supplemental Unit. (B) Tenant shall deliver Tenant’s Final Plans to Landlord by the thirtieth (30th) day following the date hereof. In the event that Landlord requires any modifications to such plans Tenant shall make such modifications within two (2) Business Days of Landlord’s request therefor. (C) Landlord shall perform Landlord’s Work in accordance with all applicable Requirements. Landlord shall perform Landlord’s Work in a good and workmanlike manner. Landlord shall Substantially Complete Landlord’s Work on or prior to the Commencement Date. Landlord shall provide notice to Tenant at least ten (10) days prior to the anticipated date of Substantial Completion of Landlord’s Work. Landlord, at Landlord’s expense, prior to the performance of Landlord’s Work, shall obtain all permits, approvals and certificates required by any Governmental Authorities in connection therewith. (D) On or prior to thirty (30) days after Landlord’s rendition of a statement therefor, Tenant shall pay Landlord for Landlord’s actual, out-of-pocket costs to perform (i) any portion of Landlord’s Work using any above Building Standard Materials (to the extent the hard and soft costs incurred in connection therewith exceed the hard and soft costs which Landlord would have incurred in performing such portion of Landlord’s Work using Building Standard Materials), and (ii) any portion of Landlord’s Work that is denoted on Tenant’s Final Plans (including, without limitation, the “Note” and “Legends” sections of Tenant’s Final Plans) as “Alternate Pricing”, “Alt. Pricing” or similar language denoting any alternatives from the Preliminary Plan (any above Building Standard Materials (to the extent the hard and soft costs incurred in connection therewith exceed the hard and soft costs which Landlord would have incurred in performing the applicable portion of Landlord’s Work using Building Standard Materials) and any portion of Landlord’s Work so denoted as “Alternate Pricing”, “Alt. Pricing” or similar language denoting any such alternative being collectively referred to herein as “Tenant Extra Work”), which statement shall have annexed thereto documentation that reasonably substantiates the charges set forth thereon. Landlord shall submit to at least three (3) reputable general contractors (collectively, the “General Contractors”) as reasonably designated by Landlord, with reasonable promptness after receipt of Tenant’s Final Plans, a bid package that describes Landlord’s Work and Tenant’s Extra Work. Landlord shall use Landlord’s diligent efforts to obtain from each of the General Contractors a bona fide bid to perform Landlord’s Work and Tenant’s Extra Work. Landlord shall have the right to request that the construction companies submit alternative bids, assuming, for example, that (a) the General Contractor acts as a general contractor for a fixed price, and (b) the General Contractor acts as a construction manager for a construction management fee and provides a guaranteed maximum price. Landlord shall advise Tenant of that date on and time at which Landlord shall open the bids from the aforesaid construction companies and Tenant shall have the right to be present when the bids are opened provided, however, Landlord shall not be obligated to reschedule such opening for Tenant and in such event Landlord shall furnish Tenant with a copy of all bids. On or prior to five (5) Business Days after Landlord gives Tenant a copy of such bids, Tenant shall notify Landlord if Tenant (x) elects for Landlord not to perform a particular item of Tenant Extra Work and instead elect to have Landlord perform the particular item of work at Landlord’s cost using Building Standard Materials, (y) elects to choose a finish or specification that costs less than the original estimated price given by Landlord to Tenant but for which Tenant would pay Landlord pursuant to the terms of this Section 6.2(C), or (z) elects, at Tenant’s cost and expense, to perform such item of Tenant Extra Work itself, in which event Tenant shall perform such item as an Alteration. If Tenant elects the immediately preceding clause (z), then such item of work shall be performed by Tenant as an Alteration, in accordance with the applicable terms and provisions of this Lease governing Alterations except that such item of Tenant Extra Work shall be deemed to be approved by Landlord to the extent Tenant performs such item or work in accordance with Tenant’s Final Plans. In the event that any item of Tenant Extra Work creates a field condition that requires a change to Landlord’s Work resulting in an increase of the cost of Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum have the right before proceeding with such change to require Tenant (x) to agree in writing to such increase in cost of $34.00 per rentable square foot for within two (2) Business Days from the design and construction date of Landlord’s Work request (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall which request may be borne provided by Tenantemail to Xxxxx Xxxxxxxx at xxxxxxxxx@xxxx.xxx, Xxxxxxx X. Xxxxxxx at xxxxxxxx@xxxx.xxx, Xxxx Xxxxx at xxxxxx@xxxxxxxx.xxx, and shall be paid Xxxxxxx Xxxxxxx at xxxxxxxx@xxxxxxxxx.xxx) and (y) to Landlord pay such increase within thirty (30) days of delivery Landlords invoice therefor; it being understood, however, that Landlord shall not have the aforesaid right unless such field condition arises as a result of an invoice any item of Tenant Extra Work. If Tenant shall fail or refuse to so agree to and/or pay for such increase then Landlord shall have the right (but not the obligation) to either refuse to perform such Tenant Extra Work, and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in continue the performance of Landlord’s Work, Work without making the changes thereto contemplated by such Tenant may choose Extra Work or to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to revise the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested so as not to require a change over and above resulting from a field condition. (E) Landlord shall have the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenantright to delegate Landlord’s obligations under to perform all or any portion of the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes to an Alteration under Article 8 Affiliate of Landlord (it being understood, however, that Landlord’s delegating such obligations to an Affiliate of Landlord shall not diminish Landlord’s liability for the performance of Landlord’s Work in accordance with the terms of this Section 6.2). Landlord shall also have the right to assign to such Affiliate of Landlord the rights of Landlord hereunder to receive from Tenant the payments for the performance of the portions of Landlord’s Work denoted as “Alternate Pricing”, “Alt. Pricing” or similar language denoting alternates as aforesaid (it being understood that if (i) Landlord so assigns such rights to such Affiliate of Landlord, and (ii) Landlord gives Tenant notice thereof, then Tenant shall pay directly to such Affiliate any such amounts otherwise due and payable to Landlord hereunder). Landlord shall not be required to maintain or repair during the Term any items of Landlord’s Work except as otherwise expressly provided in this Lease, it being agreed that Landlord shall make available to Tenant all guaranties or warranties received by Landlord in connection with Landlord’s Work to the extent such guaranties and warranties shall not be rendered invalid thereby. Tenant shall have the right to provide notice to Landlord within one (1) year after the Commencement Date of any items of Landlord’s Work which were not satisfactorily completed or which contained latent defects. Landlord shall use commercially reasonable efforts to repair such items of Landlord’s Work within thirty (30) days after Tenant’s notice of the same to Landlord. Landlord shall have the right to enter the Premises subsequent to the Commencement Date to repair such items, and the payment of Rental shall not be affected thereby. (F) The following terms shall have the following meanings as used herein:

Landlord’s Work. Tenant hereby acknowledges that (a) Landlord shall construct have no obligation whatsoever to perform any work to the Premises in connection with this Amendment or the Extension Term except as specifically set forth in this Amendment, including, without limitation, Exhibit A, (b) Tenant is familiar with and do such other work has inspected the Premises, and (collectivelyc) except as otherwise set forth in this Amendment, Tenant shall accept the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Premises on an "AS-IS," "WHERE-IS" basis. Landlord shall only be responsible for payment of shall, at Landlord's sole cost and expense and without charging the same to Tenant in any manner, including, without limitation as a maximum cost of $34.00 per rentable square foot for the design Shared Expense (except with respect to a Tenant Delay and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work as set forth in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises Exhibit A with respect to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for Dock Work), using building-standard materials, furnish or perform the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition improvements to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, A attached hereto and made a part hereofhereof (collectively, the "Landlord's Work"). Tenant may request that Landlord shall commence the Landlord's Work promptly after the date hereof and shall use overtime labor commercially reasonable efforts to complete the Landlord’s 's Work and/or within ninety (90) days after the Base Building Conditions so long as date hereof. Landlord and Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: acknowledge and agree that (i) Landlord shall not be liable to Tenant shall approve preliminary plans for any inconveniences Tenant may experience during the Initial Floor Space by February 29performance, 2012 construction or installation of the Landlord's Work which are beyond Landlord's control or, except as expressly set forth in this Section 5, for any delays in Landlord's completion of the Landlord's Work (Landlord acknowledges that regardless of the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012length of any such delays); ; (ii) Tenant Landlord shall approve preliminary plans for not be obligated to perform, construct or install (or cause to be performed, constructed or installed) the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) Landlord's Work at any time other than during normal business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; hours on regular business days; (iii) Tenant shall approve permitted plans for ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees (collectively, the Initial Floor Space "Tenant Parties"), interfere with or impede the performance and completion of the Landlord's Work (regardless of whether such Landlord's Work is performed by March 15Landlord or any of Landlord's agents, 2012 and permitted plans for the Subsequent Floor Space by April 15employees, 2012; contractors, or subcontractors); (iv) Tenant Landlord shall approve permitted plans for the Final Floor Space ensure that Landlord, and all of Landlord's agents, employees, representatives, contractors, subcontractors, and suppliers shall use commercially reasonable efforts to minimize disruptions to Tenant's business that may be caused by the 120th day prior to the desired occupancy date performance of the Final Floor Space, but in no event later than November 30, 2012; Landlord's Work; (v) Tenant Landlord shall deliver have access to Landlord signed/sealed Tele/Data plans the Premises at reasonable times and upon reasonable notice for the Initial Floor Space by March 15purpose of performing, 2012 installing and signed/sealed Tele/Data plans for completing the Subsequent Floor Space by April 15, 2012. Tenant understands Landlord's Work; and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant and Landlord shall deliver use good faith efforts to Landlord its finish specifications by March 15cooperate with each other during the performance, 2012. If Tenant misses any construction and installation of the Milestones referenced in this Article 3(b)Landlord's Work, then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date and Tenant shall be on March 1responsible, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall at no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement cost to Landlord’s Work , for the moving of any and all furniture, trade fixtures, equipment and/or personal property that is deemed reasonably necessary by Landlord, those revisions and supplements shall be submitted for Landlord to Tenant for approval, which approval shall not be unreasonably withheld complete (or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iiicause the completion of) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease's Work. Notwithstanding anything to the contrary stated contained herein, in Article 2(bthe event the Landlord's Work is not Substantially Completed on or before the date that is one hundred twenty (120) days after the date hereof (the "Outside Completion Date"), Tenant shall be entitled to a $500 credit against Annual Rent for each day the Substantial Completion of the Landlord's Work is delayed beyond such Outside Completion Date (csuch credit to be in addition to the abatement of Monthly Installments of Annual Rent set forth in Section 3 above). Notwithstanding the foregoing, if Substantial Completion of the Landlord's Work is delayed beyond such Outside Completion Date as a result of (x) or matters beyond the reasonable control of Landlord (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Datesuch as delays in receiving permits), and/or (y) Tenant Delays (as hereinafter defined), such delays shall be excused for all relevant purposes and the Final Floor Space Commencement DateOutside Completion Date shall be extended by one (1) day for every one (1) day of such delays. Landlord shall perform the Landlord's Work in a good and workmanlike manner and in compliance with all applicable laws, whichever is/are applicablerules, ordinances or requirements of any governing authority having jurisdiction over the Premises (but not matters arising due to Tenant's specific use of the Premises). Nothing contained in this amendment shall commence on eliminate, limit or modify Landlord's or Tenant's repair and maintenance obligations set forth in the date Lease. In the Initial Floor Spaceevent any accrued Tenant Delays cause Landlord to pay or incur costs or expenses in connection with the design, construction and substantial completion of the Subsequent Floor Space and/or Landlord's Work in excess of the Final Floor Space costs or expenses that would otherwise have been delivered paid or incurred by Landlord, Tenant shall pay any such reasonable out-of-pocket excess costs and expenses to Landlord, as Additional Rent, within ten (10) days after Landlord submits invoices for any such excess costs or expenses. For purposes herein, "Tenant but for Tenant’s Delay Delays" shall mean delays in the design, construction or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 substantial completion of the LeaseLandlord's Work by or on behalf of Landlord caused or contributed to by Tenant or any of the Tenant Parties. For purposes herein, "Substantially Completed" or "Substantial Completion" means the Landlord's Work has been completed except for minor or insubstantial details of construction, repair, mechanical adjustment, or finishing touches, which items shall not adversely affect Tenant's conduct of its ordinary business activities in the Premises, as reasonably determined by Landlord's contractor or architect.

Landlord’s Work. (a) Subject to the provisions of Section 2 below, Landlord shall construct and do such other work (collectively, perform improvements to the “Landlord’s Work”) Premises substantially in substantial conformity accordance with the plans and outline specifications preliminary project budget prepared by On Commercial Construction (“OCC”), dated April 28, 2016, attached hereto as Exhibit A-I and Exhibit A-2 (as such plans may be modified in Landlord and Tenant’s mutual and reasonable discretion, the “Plans”). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the “Landlord Work.” It is agreed that construction of the plans prepared by Landlord Work is intended to be “turn-key” and dated , which will be attached heretocompleted at Landlord’s sole cost and expense (subject to the Maximum Amount and further subject to the terms of Paragraphs 4 and 5 below) using Building Standard methods, made materials and finishes, on a part hereof and collectively marked as Exhibit “C-1”phased schedule, on or before January 1, 2017. Landlord shall only be responsible and Tenant agree that Landlord’s obligation to pay for payment of a maximum the cost of Landlord Work (inclusive of the cost of preparing Plans, obtaining permits, Landlord’s construction management fee, and other related costs) shall be limited to $34.00 557,685.00 (i.e. $17.00 per rentable square foot for of the design and construction of Landlord’s Work Premises) (the “Landlord AllowanceMaximum Amount”). All costs of the Landlord’s Work in excess of the Landlord Allowance ) and that Tenant shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance responsible for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises Landlord Work, plus any applicable state sales or use tax, if any, to the New Premisesextent that it exceeds the Maximum Amount. No portion Landlord shall enter into a direct contract for the Landlord Work with OCC or another contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any excess subcontractors used in connection with the Landlord Allowance may be applied to RentWork. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to supervision or performance of any work for or on behalf of Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as deemed a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in its reasonable discretion; or (v) Tenant’s failure to meet accordance with the Plans and any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall revisions thereto will be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but adequate for Tenant’s Delay or use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the Leasedesign, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment).

Landlord’s Work. (a) Landlord shall construct and do such other work (For purposes of this lease, "Landlord's Work" means, collectively, the “Landlord’s Work”) alterations and improvements to the demised premises to be constructed and/or installed by Landlord in substantial conformity accordance with the plans terms and outline specifications conditions of the plans prepared by this lease, as more particularly described in Exhibit ________ attached to and dated , which will be attached hereto, hereby made a part hereof and collectively marked as Exhibit “C-1”of this lease. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for use commercially reasonable efforts to "Substantially Complete" the design and construction of Landlord’s 's Work not later than ________, 20________ (the “Landlord Allowance”"Substantial Completion Target Date"). All costs For purposes of this lease, Landlord's Work shall be deemed to be "Substantially Complete" as of the Landlord’s Work in excess of date on which the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of general contractor or the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred architect employed by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor construction and/or installation of Landlord's Work shall certify in writing to Landlord that: (i) Landlord's Work has been substantially completed in all material respects substantially in accordance with the approved plans and specifications therefor, if any; and (ii) a temporary or floors in which permanent certificate of occupancy has been issued by the Milestone or Milestones were missed. (c) If any material revision or supplement governmental authority having jurisdiction with respect to Landlord’s 's Work is deemed necessary by or the governmental authority having jurisdiction with respect to Landlord, those revisions and supplements 's Work has otherwise evidenced its approval of Landlord's Work. Landlord shall be submitted have no liability whatsoever to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If in the event that Landlord shall be delayed in such “substantial completion” fail for any reason whatsoever to Substantially Complete Landlord's Work on or before the Substantial Completion Target Date (including, without limitation, for any damages that Tenant may suffer as a result thereof or in connection therewith); provided, however, in such event, Landlord shall use commercially reasonable efforts to Substantially Complete Landlord's Work as soon as possible thereafter. Landlord shall use commercially reasonable efforts to complete any portions or aspects of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any 's Work which shall be incomplete as of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment date of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope Substantial Completion of Landlord’s 's Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Leaseas soon as possible thereafter. Notwithstanding anything to the contrary stated set forth elsewhere in Article 2(bthis lease, Tenant hereby acknowledges and agrees that the construction and/or installation of Landlord's Work by Landlord shall not be deemed in any way to constitute a condition precedent to the occurrence of the Commencement Date (as such date is set forth in Paragraph 1.3 of this lease) or to the effectiveness of any of the agreements or obligations of Tenant set forth in this lease with respect to the demised premises (including, without limitation, the commencement of the obligation to pay Rent by Tenant as of the Commencement Date). (b) Landlord's Work shall be constructed and/or installed by Landlord using contractors (and subcontractors, if deemed necessary by Landlord) selected by Landlord, in Landlord's sole and absolute discretion, as having experience in connection with the construction and/or installation of alterations and improvements similar in nature to Landlord's Work. Landlord's Work shall be constructed and/or installed in a good and workerlike manner, in accordance with all applicable federal, state and local laws, ordinances, rules and regulations. All of the costs and expenses incurred by Landlord in connection with the construction and/or installation of Landlord's Work shall be paid by Landlord, at Landlord's sole cost and expense. (c) Except to the limited extent, if any, set forth elsewhere in this lease, Tenant hereby acknowledges and agrees that: (i) Landlord has made no representations or (d) abovewarranties whatsoever to Tenant with respect to the demised premises, the Initial Floor Space condition of the demised premises, or the suitability for use by Tenant of the demised premises in connection with the business operations of Tenant; and (ii) Landlord has no obligation to Tenant whatsoever, pursuant to this lease or otherwise, with respect to obtaining or maintaining during or prior to the Term any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the "Governmental Authorizations") that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the demised premises by Tenant pursuant to this lease and that any and all such Governmental Authorizations that shall or may be such a condition of or so required, necessary or desired in connection with the use or occupancy of the demised premises by Tenant pursuant to this lease shall be obtained and/or maintained by Tenant, at Tenant's sole cost and expense. The obtaining of any such Governmental Authorizations shall not be a condition precedent to the commencement of the Term on the Commencement Date or to the effectiveness of any of the covenants or obligations of Tenant that pursuant to the terms and conditions of this lease commence as of the Commencement Date (including, without limitation, the covenants and obligations of Tenant set forth in this lease with respect to the payment of Rent). Furthermore, subject to the performance of Landlord's Work, Tenant hereby acknowledges and agrees that: (A) the demised premises are being leased to Tenant by Landlord in their "as is, where is and with all defects" condition as of the Commencement Date; and (B) Landlord shall have no obligation whatsoever, pursuant to this lease or otherwise, to make any alterations or improvements to or with respect to the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasedemised premises.

Landlord’s Work. (a) Tenant shall lease the Premises, and Landlord shall construct deliver the Premises to Tenant, in their “as is” condition as of the date of the Lease and do such Landlord shall have no obligation to perform any work or to make any improvements to the Premises (including, without limitation, the mechanical equipment and other equipment serving the Premises) or any other part of the Building, except that Landlord shall perform or pay the cost of (as elected by Landlord) the following work (collectively, the “Landlord’s Work”): (i) construct new building standard restrooms serving the Premises, which shall include any work in substantial conformity such restrooms that is required to comply with the plans Americans With Disabilities Act; and outline specifications (ii) any work in the Common Areas of the plans prepared Building (and expressly excluding any work on any Floor of the Premises) that is required to provide a Title 24 compliant path of travel to the Premises. Notwithstanding the foregoing, Landlord shall not be required to perform or pay the cost of any work (whether required by and dated applicable Laws, which will be attached heretophysical site conditions, made engineering requirement or otherwise) required as a result of Tenant’s installing internal stairways or performing work to any existing stairway (if such work is a part hereof of the approved Working Drawings), and collectively marked as Exhibit “C-1”. Landlord Tenant shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises all such work (subject to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures Construction Allowance) and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant perform such work with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were contractors approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld withheld. The preceding sentence shall not be construed as Landlord’s consent to the installation of internal stairways or delayed. If Landlord any work to any existing stairway; such work shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than subject to Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any review and approval of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable Preliminary Plans and Working Drawings pursuant to Section 5 below and the payment other applicable terms of Fixed Rent hereunder shall be accelerated by the number of days of such delayLease and this Agreement. If any change, revision or supplement to the scope of Landlord may perform Landlord’s Work is requested by concurrently with Tenant, then such increased costs associated with such requested change over and above ’s performance of Tenant’s Work or (where feasible) after the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicablecompletion of Tenant’s Work, and shall Landlord is not alter Tenant’s obligations under the Lease. Notwithstanding anything required to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. complete Landlord’s Work constitutes an Alteration under Article 8 prior to delivery of the Premises to Tenant; provided, however, that any time after the exercise or lapse of the Early Contraction Right contained in Section 1.5 of the Lease, if Landlord shall not already have commenced Landlord’s Work, Tenant shall have the right to send Landlord a written notice requiring Landlord to commence Landlord’s Work, in which case Landlord shall commence Landlord’s Work no later than thirty (30) Business Days after Landlord’s receipt of such notice.

Landlord’s Work. (a) Landlord shall construct and do such other work (collectivelywill perform, or cause to be performed all of Landlord's Work with respect to the “Landlord’s Work”) Final Additional Premises, subject to the allowance provisions set forth below, in substantial conformity accordance with the plans Approved Plans. Landlord and/or its agents and outline specifications of the plans prepared by and dated , which subcontractors will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be solely responsible for payment of a maximum cost of $34.00 per rentable square foot for the design coordinating and construction of performing Landlord’s Work 's Work. Xxxxxxx Properties, LLC will serve as general contractor (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, "General Contractor") and shall be paid compensated for its services only as set forth in paragraph (c) below. (b) Landlord shall perform all Landlord's Work in a good and workmanlike manner and in compliance with all applicable governmental regulations and current industry standards. All construction materials used shall be subject to Landlord's normal and customary warranties and Landlord within thirty will diligently pursue to completion the prompt correction of all warranty claims by Tenant with respect to the (30i) days substantial adherence to the Approved Plans, (ii) the good and workmanlike performance of delivery Landlord's Work, and (iii) the freedom of an invoice all such Landlord's Work from latent defects. Tenant and reasonable documentation therefor. Should Landlord Tenant's consultants shall have the right, but not require usage of the full amount of obligation, to review, monitor and approve all work and materials involved in Landlord's Work throughout the Landlord Allowance entire construction process for adherence to the Approved Plans, provided Tenant and/or Tenant's consultants do not cause delays in the performance of Landlord’s 's Work. Landlord or its designees shall obtain all permits, Tenant may choose to use up to $5.00 per RSF certificates (including a certificate of any excess Landlord Allowance occupancy or its equivalent) and other governmental approvals from all governmental agencies having jurisdiction which are necessary for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed's Work. (c) If any material revision or supplement Tenant shall pay Landlord a fee equal to Landlord’s Work is deemed necessary by five percent (5%) of only Landlord managed costs for the services of the General Contractor related to the construction of the interiors of the Final Additional Premises, and (ii) market reasonable general conditions and reimbursements in the same manner and form as applied to the first data center transaction with Neustar. Except as expressly provided in i.) and ii.) above, Landlord, those revisions may not charge to Tenant directly or indirectly any form of supervisory fee in connection with its rights to supervise the Tenant's Work or in connection with the approval of Tenant's plans and supplements specifications. (d) None of the costs of Landlord's Work shall be submitted included in Operating Costs payable by Tenant nor shall such costs otherwise be charged to Tenant except as provided in this Section 6. (e) Landlord agrees that the Final Additional Premises will be delivered to Tenant at the Lease Commencement Date free of all Hazardous Substances as defined in the Amended Lease except for approval, those items used for ordinary construction and office purposes which approval shall not be unreasonably withheld or delayed. If Landlord items shall be delayed in such “substantial completion” as a result of accordance with all applicable Environmental Legal Requirements. (f) Landlord warrants and represents that, at Landlord's sole cost and expense (and without any charge to Tenant or against the Tenant Allowance hereinafter provided) that all leasehold construction improvements and Building systems will be in good working order including (i) Tenant’s request for materialsall electric systems and related distribution which is located in, finishes or installations other than Landlord’s standard; which serves, the Final Additional Premises, (ii) Tenant’s changes all HV AC systems and related distribution located in said plans; or serving the Final Additional Premises, and (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord all plumbing systems and related distribution which is located in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or and serves the Final Floor Space Commencement DateAdditional Premises, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement including rest rooms pursuant to the scope prevailing county building codes. (g) Except as specifically otherwise set forth in this Section 6 all costs of Landlord’s 's Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront to Landlord as follows: (i) fifty percent (50%) thereof upon approval of the Approved Plans, (ii) forty percent (40%) thereof within fifteen (15) days of the Lease Commencement Date and such occurrence (iii) the final ten percent (10%) thereof within fifteen (15) days after Landlord's completion of the final Tenant approved punch list. However, notwithstanding the foregoing, Tenant may elect by written notice to Landlord given not later than the date of approval of the Approved Plans, to fund and amortize the cost of Landlord's Work up to, but not in excess of One Hundred Twelve Thousand Dollars ($112,000.00) (computed at the rate of $8.00 per rentable square feet within the Final Additional Premises) over the Lease term (exclusive of any renewal term) at an interest rate of ten percent (10%) per annum. If Tenant so elects, the parties shall enter into an addendum to this Fourth Amendment setting forth the increased Base Rentals resulting therefrom. (h) Tenant shall have the right to select and use its own space planner/architect (the "Tenant's Architect") with respect to the planning and designing of the Final Additional Premises subject to the approval of Landlord, which shall not change be unreasonably withheld. All fees of Tenant's Architect and other costs associated with the Initial Floor Space Commencement Dateservices of Tenant's Architect shall be at Tenant's sole cost and expense. Landlord hereby pre-approves Tenant's right to select GanekBear Architects, Inc. as the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease's Architect.

Landlord’s Work. (a) Landlord shall construct cause the construction of the Building and do such other work (collectivelyimprovements to the Premises by a general contractor selected by Landlord, the “Landlord’s Work”) in substantial conformity accordance with the plans and outline specifications Final Plans ("Landlord's Work"). The ownership of the plans prepared by and dated , which all such improvements will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”vest in Landlord. Landlord shall only diligently prosecute Landlord's Work to completion and in connection therewith shall use reasonable efforts to substantially complete Landlord's Work in accordance with the schedule set forth in Exhibit "D" (the "Project Schedule"), but in no event later than two hundred forty (240) days following the date the building permit for construction of the Building is issued by the Village of Buffalo Grove, all subject to Force Majeure (as defined in Section 19.13) and any delays caused, or Modifications or other change orders approved, by Tenant. (b) Upon at least seventy-two (72) hours written notice from Landlord, the parties shall jointly inspect the Premises and prepare a punchlist of any incomplete Landlord's Work, including, without limitation, any elements of the Building Systems (as hereafter defined) which are not then in working order and sufficient to permit lawful occupancy of the Building. The punchlist shall list incomplete, minor, or insubstantial detail of construction, necessary mechanical adjustments and needed finishing touches. If the parties are unable to agree on the date of substantial completion or the completion of punchlist items, the matter shall be responsible for payment resolved by the Project Architect, whose decision shall be final and binding upon the parties. The parties agree to reasonably cooperate with one another in order to promptly obtain a Certificate of a maximum cost of $34.00 per rentable square foot Occupancy for the design Building from the Village of Buffalo Grove following Substantial Completion. For the purposes hereof, "Substantial Completion" shall be deemed achieved when: (i) the Project Architect certifies to Tenant that Landlord' s Work has been substantially completed in accordance with the Final Plans such that the Tenant can occupy the Premises for its Intended Use; and construction (ii) when Landlord's Work has met the requirements of Landlord’s Work (the “Landlord Allowance”). All costs those governmental and quasi-governmental authorities having jurisdiction to permit lawful occupancy of the Landlord’s Work in excess of Building. Landlord will cause the Landlord Allowance shall punchlist items to be borne by Tenant, and shall be paid to Landlord completed within thirty (30) days of delivery of an invoice and a reasonable documentation therefor. Should Landlord not require usage of time after the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event not later than thirty (30) days thereafter, subject to Force Majeure. Additionally, at no expense to Tenant, Landlord shall be requested cause the installation and/or correction within six (6) months the Premises of any aspect of Landlord's Work which was not constructed or installed in substantial accordance with the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall Plans (a "Landlord's Omission") if the correction of such Landlord's Omission is later determined by the Village of Buffalo Grove to be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays necessary for the increased costs to be incurred by Landlord issuance of a certificate of occupancy for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: the Building. Except for (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29completion of punchlist items and the correction of Landlord's Omissions as provided above, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30Landlord's agreement to enforce third party warranties with respect to latent defects, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; and (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced otherwise expressly provided in this Article 3(b)Lease, then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date Landlord shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall have no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted liability to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed any defects in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease's Work.

Landlord’s Work. (a) 3.1 Landlord shall construct perform the work and do such other work improvements in and to the premises as set forth in the Workletter attached to this Lease (collectively, the “"Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”). Landlord shall only use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before sixty (60) days after the date of this Lease (subject to any Excusable Delay and any delays caused by Tenant; the “Estimated Completion Date”); provided, however, Landlord shall have no liability to Tenant and there shall be responsible no postponement of the Commencement Date for payment of a maximum cost of $34.00 per rentable square foot for any delay in the design and construction Substantial Completion of Landlord’s Work (except as otherwise provided in this Section 3.1. Tenant acknowledges that Tenant may be inconvenienced and disturbed during the “Landlord Allowance”). All costs performance of the Landlord’s Work in excess and Tenant agrees that Landlord shall have no liability to Tenant, nor shall Tenant be entitled to any diminution or abatement of rent or other compensation or allowance for diminution of rental value, nor shall this Lease or any of the Landlord Allowance shall obligations of Tenant hereunder be borne affected or reduced by Tenant, and shall be paid to Landlord within thirty (30) days reason of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of . Notwithstanding any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises provision hereof to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural feescontrary, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the if Landlord’s Work and/or is not Substantially Completed on or before the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within date occurring five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, months after the date of this Lease (the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b“Outside Completion Date”), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If for any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations reason other than Landlord’s standard; Excusable Delay or any Tenant Delay, (ii) Tenant’s changes in said plans; (iii) the performance or completion of any workincluding, labor or services by a party employed by Tenant; (iv) but not limited to, Tenant’s failure to approve final planscomplete, working drawings or reflective ceiling plans within and obtain all required approvals and inspections for, any work being performed by Tenant which must be so completed in order for Landlord to obtain a certificate of occupancy for the time frame stated by Landlord in its reasonable discretion; or (vPremises) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder Tenant shall be accelerated by entitled to an abatement of one (1) day’s Base Rent for each day after the number of days of such delay. If any change, revision or supplement to the scope Outside Completion Date that Substantial Completion of Landlord’s Work is requested by Tenantso delayed. 3.2 As used herein, then such increased costs associated with such requested change over and above the Landlord Allowance "Substantially Complete" “Substantial Completion” “substantially complete” “substantial completion” or words of similar import shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), mean that (ci) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 is fully completed substantially in accordance with the Plans and Specifications (as such term is defined in the defined in the Workletter), except for minor items, the incompletion of which will not unreasonably interfere with Tenant's normal business operations and (ii) a certificate of occupancy has been issued for the LeasePremises by the Governmental Authority having jurisdiction).

Landlord’s Work. (a) Landlord shall construct and do such other substantially complete the work shown on Exhibit B attached hereto (collectively, the “Landlord’s Work”) ). Landlord’s Work shall be completed using building standard materials and finishes, where applicable, in substantial conformity a good and workmanlike manner and in compliance with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”all legal requirements. Landlord shall only be responsible for payment pay the costs and expenses relating to the completion of a maximum cost of $34.00 per rentable square foot for Landlord’s Work. Landlord shall use good faith efforts to mitigate interference caused by the design and construction completion of Landlord’s Work (the “Landlord Allowance”). All costs with Tenant’s use and occupancy of the Premises, but entry into or about the Premises or performance of work necessary to complete Landlord’s Work in excess of the Landlord Allowance shall not give rise to any claim for a rent abatement, constructive eviction, or any other damage or remedy. Landlord’s Work shall be borne deemed “substantially” completed and finally approved and accepted by the parties when Landlord’s Work has been completed except for minor items, adjustments or defects that can be completed or remedied after Tenant occupies the Expansion Space without causing substantial interference with Tenant’s use thereof. Landlord shall provide to Tenant a fully signed-off building permit and/or a permanent (or temporary) certificate of occupancy, and shall be paid to Landlord within thirty (30) days the extent required by the Town of delivery of an invoice and reasonable documentation thereforLexington, with respect to Landlord’s Work. Should Landlord not require usage of If either the full amount of the Landlord Allowance in the performance substantial completion of Landlord’s WorkWork or the Expansion Space Effective Date shall be delayed due to Tenant Delays (as defined below), the Expansion Space Effective Date shall be deemed to have occurred on the date such substantial completion would have occurred but for such Tenant Delays. Landlord shall not be liable to Tenant if the substantial completion of Landlord’s Work is delayed as a result of any Tenant Delays. For purposes of this Section, Tenant may choose to use up to $5.00 per RSF Delays shall mean delays from any of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of following causes: (i) Tenant’s relocation from the Original Premises failure to the New Premises. No portion of respond to any excess Landlord Allowance may be applied requests or submissions relating to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or any of the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space documents relating thereto within five (5) business days of Landlord’s written notice to request; (ii) any material change in the construction documents caused by Tenant of once finally approved and accepted by the parties, even though Landlord may approve such new lease for the Original Premises; change; (iii) any request by Tenant shall approve permitted plans for a delay in the Initial Floor Space by March 15, 2012 and permitted plans commencement or completion of Landlord’s Work for the Subsequent Floor Space by April 15, 2012; any reason; or (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but any other material delay in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything directly attributable to the contrary contained in Article 2acts or omissions of, the date or breach of the Final Floor Space Commencement Date shall be on March 1this Lease by, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Dateits employees, the Subsequent Floor Space Commencement Dateagents, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasecontractors.

Landlord’s Work. (a) Landlord shall construct shall, at Landlord's sole cost and do such other work (collectivelyexpense, complete the “Landlord’s Work”) in substantial conformity with improvements to the Expansion Premises as shown on the plans and outline specifications of the plans prepared by attached hereto as Exhibit B and dated , which will be attached hereto, made a part hereof (the "Landlord's Work") in accordance with good workmanship and collectively marked as Exhibit “C-1”materials and all applicable building codes and regulations. Landlord shall only also, at its sole cost and expense (and such expense shall not be responsible for payment included in Operating Expenses), perform maintenance and repairs to the HVAC systems, dock equipment (doors, levelers and dock locks), and facility lighting of a maximum cost the Expansion Premises (the "Repair Work") to insure that all are in good working order as of $34.00 per rentable square foot the First Expansion Date for the design First Expansion Premises and the Second Expansion Date for the Second Expansion Premises. Tenant acknowledges and agrees that (i) Landlord shall not be liable to Tenant for any inconveniences Tenant may experience during the performance, construction of Landlord’s Work (the “Landlord Allowance”). All costs or installation of the Landlord’s 's Work and the Repair Work which are beyond Landlord's control or for any delays in excess Landlord's completion of the Landlord Allowance shall be borne by Tenant, Landlord's Work and shall be paid to Landlord within thirty the Repair Work (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage regardless of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF length of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012delays); ; (ii) Tenant Landlord shall approve preliminary plans for not be obligated to perform the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for Landlord's Work and the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) Repair Work at any time other than during normal business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; hours on regular business days; (iii) Tenant shall approve permitted plans for ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the Initial Floor Space by March 15, 2012 performance and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date completion of the Final Floor Space, but in no event later than November 30, 2012; Landlord's Work and the Repair Work (v) Tenant shall deliver to regardless of whether such Landlord's Work and Repair Work is performed by Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion or any of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises's agents, employees, contractors, or subcontractors). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure Landlord shall have access to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or Expansion Premises (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment Existing Premises with reasonable notice during normal business hours) for the purpose of Fixed Rent hereunder shall be accelerated by performing the number of days of such delay. If any change, revision or supplement to Landlord's Work and the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.Repair Work; and

Landlord’s Work. (a) The Landlord shall agrees, at its expense, to construct and do such other work (collectively, the “Landlord’s Work”) Building substantially in substantial conformity accordance with the plans and outline specifications of the plans prepared by and dated , which will be contained in Schedule "D" attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only the same may be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of modified by the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure , and subject to meet any receipt by the Landlord of all requisite governmental authorizations and approvals. The Tenant acknowledges and agrees that, on the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, (i) construction of the Subsequent Floor Space Commencement DateBuilding may not be complete and that construction activities may be ongoing, and/or and (ii) while occupancy of the Final Floor Space Commencement DatePremises will be available, whichever is/are and an occupancy permit may have been received, some construction in the Premises (which construction is permitted after the delivery of an occupancy permit) may not be complete. All work performed by the Landlord pursuant to this section 17.1 shall be carried out promptly and with due diligence and in a good and workmanlike manner and in compliance with all applicable laws. If the Landlord is unable to deliver possession of the Premises within the time periods in accordance with the preceding paragraphs of this section 17.1 and as contemplated by section 17.3 herein, the Landlord shall diligently take all steps in respect of the construction of the Building as may be required in order to permit the Tenant to take possession for such purposes and, save and except if such inability to deliver possession of the Premises is caused by the actions of the Tenant, the rent payable by the Tenant hereunder shall abate until such time as such construction has reached the stage where xxx Tenant can take possession for such purposes, and the payment Commencement Date and the expiry date of Fixed Rent hereunder the Term shall be accelerated extended by the number of days period of such delay. If any change, revision or supplement and the Landlord shall not be liable to the scope Tenant for damages of Landlord’s Work is requested by any nature whatsoever and this Lease shall continue in full force and effect, subject only to the amendments as aforesaid; provided however that if, for any reason other than those set out in section 13.1 hereof or the actions of the Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance is unable to deliver possession of the Premises to the Tenant by January 1, 2001, the Landlord shall be paid by provide to the Tenant upfront and one (1) day free from Basic Rent for each day past January 1, 2001 that the Landlord is delayed in delivering possession of the Premises to the Tenant, such occurrence shall not change Basic Rent free period, if any, to begin on the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. 2.1 Landlord agrees to construct a two-story scientific research building of approximately 55,200 rentable square feet as measured according to the BOMA Standard (athe "Building"). The Building shall be a concrete steel frame structure with reflected glass windows and shall include on-site surface parking at a ratio of approximately three (3) spaces per 1,000 square feet of Rentable Area in the Building (subject to Tenant's storage space and mechanical space requirements). All work required to design and construct the Building, exclusive of the Leasehold Improvements and the Tenant Work (each as herein defined), is herein collectively referred to as the "Landlord's Work." 2.2 Landlord shall construct has indicated to Tenant that the construction plans, specifications and do such other work drawings with respect to Landlord's Work (collectivelythe "Base Building Construction Drawings") are consistent with the Hope Architects & Engineers plans and specifications, dated March 20, 1991, which were previously approved by the City of San Diego. Prior to the execution hereof, the “Landlord’s Work”) Base Building Construction Drawings have been prepared and have been approved by Landlord and Tenant; however, the Base Building Construction Drawings require certain revisions in substantial conformity order to comply with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”current building codes. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and agrees to commence construction of Landlord’s 's Work following approval of the revised Base Building Construction Drawings by both parties hereto and the City of San Diego's building department (the “Landlord Allowance”"Building Permit"). All costs of Tenant shall cooperate and assist Landlord in obtaining the Landlord’s Work in excess of the Landlord Allowance Building Permit, which Building Permit shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation thereforobtained at Land lord's expense. Should Landlord not require usage of In the full amount of event that governmental or quasi-governmental authorities having jurisdiction over the Landlord Allowance in the performance construction of Landlord’s Work's Work or any permit, Tenant may choose license or approval required in connection therewith shall impose terms or conditions to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment Building Permit that are inconsistent with Landlord's obligations hereunder or towards which increase the cost of Tenant’s relocation from constructing Landlord's Work, or which will materially delay the Original Premises construction of Landlord's Work, Landlord and Tenant shall make all reasonable and good faith efforts to agree upon an approach, strategy or course of action to mitigate or remove any such terms and conditions, provided that Landlord shall nevertheless remain obligated to construct the New Premises. No portion Building in accordance with the basic parameters set forth in Section 2.1 of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for this Work Letter. 2.3 Not later than One Hundred Thirty Five (135) days following the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months mutual execution of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s WorkLease, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans design drawings and specifications (the "Space Plans") detailing Tenant's requirements for the Initial Floor Leasehold Improvements. The Space by March Plans shall be sufficiently detailed to show the impact of the Leasehold Improvement upon the base Building and any design changes which may be necessary. Landlord shall deliver in writing any reasonable objections, questions or comments of Landlord, the Project's architect or supervising engineer with regard to the Space Plans within ten (10) business days of delivery thereof. Within fifteen (15) calendar days following delivery of any such objections, 2012 Tenant shall cause the Space Plans to be revised to eliminate such objections, and signed/sealed Tele/Data plans shall resubmit said drawings to Landlord for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance approval. 2.4 Landlord's Work shall be constructed substantially in conformity with the Tele/Data requirements as set forth on Exhibit “D”Base Building Construction Drawings and the Building Permit. However, attached hereto is a prerequisite to the substantial completion construction of Landlord’s 's Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in such modifications which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of are (i) Tenant’s request for materialsrequired due to field conditions, finishes or installations other than Landlord’s standard; and/or (ii) Tenant’s changes required in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure order to meet any the requirements of the Milestones referenced in Article 3(b) above applicable governmental and quasi-governmental laws, regulations and codes (eachcollectively, a “Tenant’s Delay”"Code"); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) abovecontained herein, the Initial Floor Space Commencement Date, parties hereby acknowledge and agree that the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 design of the LeaseProject (i) may be subject to approval by various governmental review committees and (ii) must conform to any Planned Industrial Development permit, SR Zone use and Coastal Zone Area use requirements.

Landlord’s Work. Promptly following the execution of this Lease, the Landlord, at the Landlord's expense, shall perform the work described in Exhibit G attached hereto (a) "Landlord's Work"), which shall be a turn key build-out. The Landlord shall construct obtain all necessary permits and do such other work (collectivelygovernmental approvals in connection with the Landlord's Work prior to commencement of the Landlord's Work. Promptly after execution of this Lease, the “Landlord shall commence and exercise reasonable efforts to complete the Landlord’s Work”'s Work on or before the Commencement Date, subject to External Causes. Landlord's Work may vary from the requirements of Exhibit G to the extent that the variance is (i) determined by Landlord in its reasonable discretion to be necessary or advisable due to (A) the job conditions or good construction practices, (B) the building permits for such work, or (C) applicable legal requirements, (ii) non-substantial conformity or (iii) of greater utility or value than that which it replaces. All of Landlord's Work shall be performed by the general contractor selected by the Landlord in its sole discretion. Landlord will provide turnkey construction consistent with Exhibit G, and Landlord will pay the costs of labor and materials incurred in connection with the plans and outline specifications performance of the plans prepared by construction of the Premises described in Exhibit G, including the costs of permits and dated insurance as well as architectural and engineering services rendered in the preparation and design of construction drawings and specifications. The space planning design, which construction drawings and specifications will be attached hereto, made a part hereof provided by Landlord at no cost to Tenant. Tenant may inspect Landlord's Work at reasonable times and collectively marked as Exhibit “C-1”will promptly give notice of observed defects in materials or workmanship. Landlord will correct such defects as promptly as practicable. The Premises shall be deemed ready for occupancy on the earlier of: the date upon which Tenant takes possession of any portion of the Premises for any purpose other than preparing the Premises for occupancy; or the date upon which Landlord's Work is substantially completed as certified by Landlord's architect and as evidenced by either a permanent or temporary certificate of occupancy, if applicable. The Landlord will make reasonable efforts to substantially complete Landlord's Work prior to May 1, 2005. Tenant shall be allowed to begin moving furniture, fixtures and equipment into the Premises beginning upon substantial completion of Landlord's Work but not sooner than May 15, 2005 and not prior to submitting all required insurance certificates as defined in this Lease. Landlord's Work shall be deemed to be substantially completed if only be responsible for payment minor portions of Work, adjustments, cosmetic finishing work or "punch list" items remain incomplete and such incomplete work does not materially interfere with Tenant's intended use of the Premises, its access to the Premises or its ability to move into the Premises. By no later than thirty (30) days after completion of Landlord's Work, the Tenant shall furnish to the Landlord a maximum cost punch list of $34.00 per rentable square foot for the design and such items of construction of Landlord’s 's Work (the “which are then incomplete or defective and which require correction by Landlord's Contractor. The Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall agrees to exercise good faith efforts to cause such punch list items to be borne by Tenant, and shall be paid to Landlord corrected within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage receipt of the full amount punch list, or such longer period as is reasonably required if the nature of the corrective work cannot be performed within thirty (30) days. If Landlord's Work is delayed for any of the reasons set forth in parts (i) through (v) below, Landlord's Work shall be deemed to have been substantially completed at the time it would have been completed if not for such delay: (i) a default by Tenant under the terms of this Lease; (ii) changes to any of the plans or specifications for Landlord's Work requested by Tenant and agreed to by Landlord Allowance (which delay, shall be identified by Landlord at the time of approval); (iii) a request by Tenant for materials, fixtures or installations other than those in Landlord's building standard or those contained in the plans and specifications set forth in Exhibit G ; (iv) the performance of any work or installations by Tenant or contractors hired by Tenant; or (v) any other act or omission caused by or on behalf of Tenant, its contractors, agents, servants or employees which delay the construction. Landlord's Work shall be performed in a good and first-class workmanlike manner, and shall comply with all applicable laws and regulations including the Americans with Disabilities Act of 1990. Landlord shall assign to Tenant any rights in third party warranties related to work performed and materials supplied exclusively in the performance of Landlord’s Work, Tenant may choose 's Work and which are assignable to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject notwithstanding any such assignment Landlord shall also retain all rights to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premisessuch warranties. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements All materials used shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasenew.

Landlord’s Work. (a) Landlord Landlord, at Landlord’s sole cost and expense, shall construct perform and do such other work complete the internal demolition of the space formerly occupied by Aphton Corporation (collectivelythe “Aphton Space”) so that all features of the buildout of the Aphton Space will be removed, including the high bay lighting fixtures (the “Landlord’s Work”) and in substantial conformity accordance with Applicable Laws and in a good and workmanlike manner in accordance with sound architectural practices and procedures, the plans and outline specifications intent being that the Landlord’s Work shall restore the Aphton Space to a condition substantially similar to the condition of such space prior to the plans prepared tenant fit-out work which was performed by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”or on behalf of Aphton Corporation. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for give Tenant notice upon the design and construction completion of Landlord’s Work (and Landlord and Tenant promptly thereafter shall jointly inspect the “Aphton Space and mutually agree upon a list of items, if any, that remain to be completed in connection with Landlord’s Work. Landlord Allowance”)thereafter shall promptly complete such items, at Landlord’s sole cost and expense, to the reasonable satisfaction of Tenant. All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne performed by TenantLandlord in compliance with Applicable Laws, and shall be paid completed on or before the date which is fourteen (14) days after the Commencement Date. If Landlord has not substantially completed Landlord’s Work on or before the date which is fourteen (14) days after the Commencement Date, time being of the essence, Tenant shall have the right to prosecute such Landlord’s Work to completion, and Landlord shall reimburse Tenant for its costs in completing such work within thirty (30) days of delivery of after Tenant delivers to Landlord an invoice and setting forth in reasonable documentation therefor. Should Landlord not require usage detail the sums expended on account of such work. (b) Upon the full amount substantial completion of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building Landlord and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply cooperate in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses determine if any of the Milestones referenced in this Article 3(b), then notwithstanding anything additional restoration work is required to be performed to the contrary contained in Article 2Aphton Space, the date of the Final Floor Space Commencement Date and if any such additional work is required, Landlord shall be on March 1complete such work as soon as practicable, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to at Landlord’s Work is deemed necessary by Landlord, those revisions sole cost and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaseexpense.

Landlord’s Work. Landlord agrees to perform the following work either prior to, or within a reasonable period of time following, the commencement of the Extended Term: (ai) Landlord shall construct install new wall covering within the 7th floor men’s and do such other work women’s restrooms; (ii) install additional wet wall areas within the 7th floor men’s restroom (as necessary in Landlord’s discretion); (iii) install new light lenses within the 1st, 7th and 11th floor men’s and women’s restrooms; (iv) install additional incandescent lighting within the 7th and 11th floor men’s and women’s restrooms (as necessary in Landlord’s discretion); and (v) install metal partitions within the 7th floor men’s restroom (collectively, the “Landlord’s Work”). Tenant acknowledges that Landlord’s Work will be performed (a) using Building standard materials and finishes selected by Landlord, and (b) in substantial conformity with or adjacent to the plans Existing Premises while Tenant is in occupancy thereof and outline specifications of paying Rent pursuant to the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Amended Lease. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for Tenant also acknowledges that the design and construction performance of Landlord’s Work (may interrupt Tenant’s business, or be inconvenient to Tenant, and Tenant agrees that Landlord shall have no responsibility or liability to Tenant therefor. Landlord agrees to use commercially reasonable efforts to minimize any such interruptions and inconveniences and to use its commercially reasonable efforts to coordinate the “Landlord Allowance”). All costs performance of any portion of the Landlord Work located upon the 7th and 11th floors of the Building with Tenant’s performance of its Tenant Improvements within the portion of the Premises located on the 7th and 11th floors of the Building. Tenant agrees to make the Existing Premises reasonably available to Landlord and its contractors for the performance of Landlord’s Work. Tenant agrees that the performance of Landlord’s Work in excess shall not constitute an eviction of Tenant from the Landlord Allowance shall be borne by TenantExisting Premises, whether constructive or otherwise, and Tenant shall in all events be paid required to Landlord within thirty (30) days pay Rent pursuant to the Amended Lease during the performance of delivery of an invoice and reasonable documentation thereforLandlord’s Work. Should Landlord not require usage of the full amount of the Landlord Allowance in In connection with the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation it shall be paid the responsibility of Tenant at its cost to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Datesecure all loose personal property, but in any event shall be requested within six and disconnect and reconnect, as required, all electrical equipment (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Workincluding, the New Building without limitation, computer equipment), movable partitions, workstations and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime laborlike. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct a new building in which the Premises will be located containing approximately 46,335 rentable square feet. The base building work to be performed by Landlord and do the specifications for such other work are described on Exhibit E. (collectivelyi) Tenant shall, within fifteen (15) days from the date hereof, provide Landlord with schematic plans and specifications (the "Plans") showing the work which Tenant desires Landlord to perform in the Premises which will include improvements required to make the Premises suitable for use by Tenant in Tenant's business (the "Interior Improvements"). Within fifteen (15) days after Tenant submits plans and specifications to Landlord, Landlord shall advise Tenant that Landlord has either (a) approved the Plans or (b) disapproved the Plans, in which event Landlord shall specify in writing in what respects the Plans are not acceptable to Landlord and what revisions to the Plans will be required in order to make the Plans acceptable to Landlord, in which event Tenant shall promptly revise the Plans in order to accommodate the revisions required by Landlord. If Landlord does not approve or disapprove the Plans submitted to it by Tenant within fifteen (15) days after the Plans have been received by Landlord, the “Plans shall be deemed to be approved by Landlord’s Work”) , and the Premises shall be constructed in substantial conformity accordance with the plans and outline specifications of the plans prepared Plans submitted by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”Tenant. Landlord shall only be responsible for payment notify Tenant of a maximum cost those initial Tenant improvements of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of which the Landlord Allowance shall be borne by will require the Tenant to remove from the Premises at the expiration or earlier termination of this Lease, at Tenant, 's sole cost and shall be paid to Landlord within expense. Within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage after Landlord's approval of the full amount of Plans, Landlord shall have prepared construction drawings and specifications, consistent with the approved Plans, and sufficient for Landlord Allowance to bid out and construct all improvements desired by Tenant in the performance of Premises (the "Construction Drawings"). The Construction Drawings for Landlord’s Work's work shall be provided to Tenant for review, Tenant may choose but shall not be subject to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures Tenant's approval unless and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for extent the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant Construction Drawings are materially inconsistent with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original PremisesPlans, in which caseevent Tenant's consent, which shall not be unreasonably withheld and which shall be deemed given if Tenant shall approve preliminary plans for the Subsequent Floor Space does not object within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date after receipt of the Final Floor SpaceConstruction Drawings, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012be required. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything objects to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary Construction Drawings prepared by Landlord, those Tenant shall specify in writing in what respects the Construction Drawings are not acceptable and what revisions and supplements shall will be submitted required in order to Tenant for approval, which approval shall not be unreasonably withheld or delayedmake the Construction Drawings acceptable to Tenant. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.AV-BTRL6.LSE MVD-5/6/97

Landlord’s Work. (a) Landlord shall construct and do such other work (collectivelywill perform, or cause to be performed all of Landlord's Work with respect to the “Landlord’s Work”) Additional Premises, subject to the allowance provisions set forth below, in substantial conformity accordance with the plans Approved Plans. Landlord and/or its agents and outline specifications of the plans prepared by and dated , which subcontractors will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be solely responsible for payment of a maximum cost of $34.00 per rentable square foot for the design coordinating and construction of performing Landlord’s Work 's Work. Xxxxxxx Properties, LLC will serve as general contractor (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, "General Contractor") and shall be paid compensated for its services only as set forth in paragraph (c) below. (b) Landlord shall perform all Landlord's Work in a good and workmanlike manner and in compliance with all applicable governmental regulations and current industry standards. All construction materials used shall be subject to Landlord's normal and customary warranties and Landlord within thirty will diligently pursue to completion the prompt correction of all warranty claims by Tenant with respect to the (30i) days substantial adherence to the Approved Plans, (ii) the good and workmanlike performance of delivery Landlord's Work, and (iii) the freedom of an invoice all such Landlord's Work from latent defects. Tenant and reasonable documentation therefor. Should Landlord Tenant's consultants shall have the right, but not require usage of the full amount of obligation, to review, monitor and approve all work and materials involved in Landlord's Work throughout the Landlord Allowance entire construction process for adherence to the Approved Plans, provided Tenant and/or Tenant's consultants do not cause delays in the performance of Landlord’s 's Work. Landlord or its designees shall obtain all permits, Tenant may choose to use up to $5.00 per RSF certificates (including a certificate of any excess Landlord Allowance occupancy or its equivalent) and other governmental approvals from all governmental agencies having jurisdiction which are necessary for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed's Work. (c) If any material revision or supplement Tenant shall pay Landlord a fee equal to Landlord’s Work is deemed necessary by five percent (5%) of only Landlord managed costs for the services of the General Contractor related to the construction of the interiors of the Additional Premises, and (ii) market reasonable general conditions and reimbursements in the same manner and form as applied to the first data center transaction with Neustar. Except as expressly provided in i.) and ii.) above, Landlord, those revisions may not charge to Tenant directly or indirectly any form of supervisory fee in connection with its rights to supervise the Tenant's Work or in connection with the approval of Tenant's plans and supplements specifications. (d) None of the costs of Landlord's Work shall be submitted included in Operating Costs payable by Tenant nor shall such costs otherwise be charged to Tenant except as provided in this Section 6. (e) Landlord agrees that the Additional Premises will be delivered to Tenant at the Lease Commencement Date free of all Hazardous Substances as defined in the Amended Lease except for approval, those items used for ordinary construction and office purposes which approval shall not be unreasonably withheld or delayed. If Landlord items shall be delayed in such “substantial completion” as a result of accordance with all applicable Environmental Legal Requirements. (f) Landlord warrants and represents that, at Landlord's sole cost and expense (and without any charge to Tenant or against the Tenant Allowance hereinafter provided) that all leasehold construction improvements and Building systems will be in good working order including (i) Tenant’s request for materialsall electric systems and related distribution which is located in, finishes or installations other than Landlord’s standard; which serves, the Additional Premises, (ii) Tenant’s changes all HVAC systems and related distribution located in said plans; or serving the Additional Premises, and (iii) all plumbing systems and related distribution which is located in and serves the performance or completion of any workAdditional Premises, labor or services by a party employed by Tenant; including rest rooms pursuant to prevailing county building codes. (ivg) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord Except as specifically otherwise set forth in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope this Section 6 all costs of Landlord’s 's Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront to Landlord as follows: (i) fifty percent (50%) thereof upon approval of the Approved Plans, (ii) forty percent (40%) thereof within fifteen (15) days of the Lease Commencement Date and such occurrence (iii) the final ten percent (10%) thereof within fifteen (15) days after Landlord's completion of the final Tenant approved punch list. However, notwithstanding the foregoing, Tenant may elect by written notice to Landlord given not later than the date of approval of the Approved Plans, to fund and amortize the cost of Landlord's Work up to, but not in excess of One Hundred Four Thousand Dollars ($104,000.00) (computed at the rate of $8.00 per rentable square feet within the Additional Premises) over the Lease term (exclusive of any renewal term) at an interest rate of ten percent (10%) per annum. If Tenant so elects, the parties shall enter into an addendum to this Fourth Amendment setting forth the increased Base Rentals resulting therefrom. (h) Tenant shall have the right to select and use its own space planner/architect (the "Tenant's Architect") with respect to the planning and designing of the Additional Premises subject to the approval of Landlord, which shall not change be unreasonably withheld. All fees of Tenant's Architect and other costs associated with the Initial Floor Space Commencement Dateservices of Tenant's Architect shall be at Tenant's sole cost and expense. Landlord hereby pre-approves Tenant's right to select GanekBear Architects, Inc. as the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease's Architect.

Landlord’s Work. (a) Landlord shall construct deliver and do such other work (collectivelyTenant shall accept the Premises in "as-is" condition, except for all representations set forth in Section 7.1 of the Lease and except for Landlord's Work as set forth below. Landlord, at its expense and as Landlord's Work, will complete in or for the Premises, in a good and workmanlike manner and according to all applicable Laws, the “Landlord’s Work”) in substantial conformity following, with the plans parties understanding that the both the Landlord's and outline specifications Tenant's work is to be done in two (2) phases, the 8th Floor Phase and the 9th Floor Phase and Landlord shall tender possession of the plans prepared by applicable Phase of the Premises to Tenant when Landlord's Work for that Phase have been completed: Necessary demolition on the 8th floor (including removal of any ACM to comply with Section 6.2(d)) to provide the Premises in raw shell condition with a slab floor, perimeter columns and dated core and exterior walls in "as-is "condition . In addition, which will be attached heretoLandlord shall provide after the Start Date but prior to the Commencement Date as scheduled in conjunction with Tenant's contractor, made a part hereof and collectively marked as Exhibit “C-1”Building standard window film on all exterior Premises windows. Landlord shall only not unreasonably interfere with Tenant's contractor during the installation of said window film. Landlord will pay for the design costs associated with Landlord's Work; provided that to the extent Landlord's Work requires design information (such as heating or air conditioning load factors) that would be prepared in connection with the preparation of the Preliminary Plans or the Construction Documents, Tenant will be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original such design information. The Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall will be delivered to Tenant when Landlord has substantially completed Landlord's Work, subject only to completion of minor construction details which would not materially interfere with Tenant's Work, and Tenant will accept the “Base Building Conditions” as set forth on Exhibit “C-2”Premises upon from Landlord that Landlord's Work has been substantially completed. Landlord and Tenant agree that all alterations, attached hereto improvements and additions made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Premises according to this Work and/or the Base Building Conditions so long as Tenant pays Letter, whether paid for the increased costs to be incurred by Landlord for such overtime labor. (b) or Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for , will, without compensation to Tenant, become Landlord's property upon installation and will remain Landlord's property at the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date expiration or earlier termination of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedTerm. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Landlord, at its sole cost and expense shall perform all commercially reasonable improvements including without limitation the finishes to prepare the Demised Premises for Tenant (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with other than the plans acquisition and outline specifications installation of the plans prepared by Tenant’s fixtures, furniture and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit equipment (“C-1FF&E”). Landlord Tenant shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “its FF&E. Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the estimates substantial completion of Landlord’s Work within twelve (12) months from issuance of a building permit for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15Xxxxxxxx’s Work, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should force majeure. Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to shall perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary in accordance with laws and in accordance with specifications reasonably approved by Tenant. The architectural, mechanical and electrical plans and specifications for the layout, improvements and fixtures for Landlord, those revisions and supplements ’s Work shall be submitted prepared by the architecture and engineering team mutually agreed upon by Landlord and Tenant and all hard and soft costs shall be paid by Landlord as a part of Landlord’s Work. Within not more than thirty (30) days following execution of the Lease, Tenant will meet with Landlord and the design and construction team for the Building, to provide to Landlord and the design and construction team, Tenant’s specific uses and specifications for the Demised Premises, in sufficient detail for preliminary plans for Landlord’s Work. Landlord shall cause preliminary plans for Xxxxxxxx’s Work based on Tenant’s specifications to be prepared and forwarded to Tenant within forty-five (45) days following Xxxxxxxx’s receipt of Tenant’s specifications as provided above. Tenant shall approve the preliminary plans for approvalLandlord’s Work along with any comments within fifteen (15) days after Xxxxxxxx’s delivery of the same to Tenant. Thereafter, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request cause the final plans for materials, finishes or installations other than Landlord’s standard; Work to be prepared, sufficient for submission for permits, within one hundred twenty (ii120) Tenant’s changes in said days following approval of the preliminary plans; (iii) . Landlord and Tenant agree that the performance or completion of any work, labor or services by a party employed selected general contractor shall be approved by Tenant; (iv) Tenant. Landlord’s failure obligations to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope commence construction of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by conditioned upon reasonable confirmation that Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but its parent has received adequate commitments for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaseits capital structure including grant funding.

Landlord’s Work. At Landlord’s sole cost and expense, Landlord’s contractor shall perform: (ai) Landlord shall construct all work to the restrooms in the Expansion Premises required to bring them into compliance with the disabled access requirements of the San Francisco Building Code (the “ADA Requirements”); and do such other (ii) any fire or life safety code compliance work that, as a result of the performance of Tenant’s Work (collectivelyas defined below), may be required in those portions of the Common Areas of the Building that are in the path of travel to the Expansion Premises (but excluding the elevator lobby area of the Expansion Premises). The work described in clauses (i) and (ii) of the preceding sentence is hereinafter referred to as “Landlord’s Work”) in substantial conformity with .” Tenant acknowledges that the plans and outline specifications term “Common Areas” does not include any portion of the plans prepared 17th floor of the Building (other than stairwells), and specifically excludes those portions of the 17th floor that were previously considered Common Areas when the 17th floor was configured for occupancy by multiple tenants (such as hallways and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”elevator lobby areas). Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the perform Landlord’s Work in excess of the Landlord Allowance compliance with all applicable laws, but in all other respects Landlord’s Work shall be borne performed in a manner, with materials and pursuant to plans and specifications determined by Landlord in Landlord’s sole discretion. Tenant acknowledges that Landlord’s Work relating to the restrooms in the Expansion Premises is limited to only that work required to be performed in order to bring the restrooms into compliance with the ADA Requirements. Tenant shall be responsible for all other improvements, upgrades and other work in the restrooms required under applicable laws or desired by Tenant, and shall be paid . Other than Landlord’s obligation to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of perform Landlord’s Work, Tenant may choose shall lease the Expansion Premises in their “as is” condition, and Landlord shall have no obligation to use up make any improvements or to $5.00 per RSF of perform any excess work in the Expansion Premises or elsewhere in the Building. Landlord Allowance for shall deliver the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Expansion Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural feesin their as-is condition, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the without Landlord’s Work and/or having been commenced or completed, it being the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges parties’ understanding and agreement that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease will be performed concurrently with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to LandlordTenant’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” (as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”defined below); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct repair and do maintain or cause to be repaired and maintained the Common Areas of the Property and the roof (structural portions only), exterior walls and other structural portions of the Building. The cost of all work performed by Landlord under this Section 8.1 shall be an Operating Expense hereunder, except to the extent such other work (collectivelyi) is required due to the negligence of Landlord, (ii) is a capital expense, or any other cost or expense, not includible as an Operating Expense under Section 5.2 hereof, or (iii) is required due to the “negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 10.6 hereof, subject to the release set forth in Section 10.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s Work”expense, except to the extent permitted by Section 8.1(b) below, or to offset the cost thereof against rent, under any law, statute, regulation or ordinance now or hereafter in substantial conformity with effect. (b) If Landlord fails to perform any repairs or maintenance required to be performed by Landlord on the plans Building under Section 8.1(a) and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible such failure continues for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days or more after Tenant gives Landlord written notice of delivery of an invoice such failure (or, if such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance within such 30-day period and thereafter to pursue such performance diligently to completion), then Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the reasonable documentation therefor. Should Landlord not require usage cost thereof within fifteen (15) days after written notice from Tenant of the full amount completion and cost of the Landlord Allowance in the performance such work, accompanied by copies of Landlord’s Workinvoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant may choose have any right to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards offset the cost of Tenant’s relocation any such work against rent or other charges falling due from the Original Premises time to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant time under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Landlord will make certain improvements to the Premises (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans as set forth on that certain proposal prepared by Gen-Con, Proposal No. E19-01 Rev. 2 dated February 22, 2019 (the “Plan”) attached hereto as Schedule 1 and dated previously approved by Tenant. For the avoidance of doubt, which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible except for payment of a maximum cost of $34.00 per rentable square foot for the design and construction increased costs of Landlord’s Work (above what’s shown on the “Landlord Allowance”). All costs of the Plan resulting from a Tenant Delay or TI Changes, all Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, completed at Landlord’s sole cost and shall be paid to Landlord within thirty expense without any Tenant reimbursement (30) days regardless of delivery of an invoice and reasonable documentation thereforany notations in the Plan indicating otherwise). Should Landlord not require usage of the full amount of the Landlord Allowance in the performance said Plan or any part of Landlord’s WorkWork require the preparation or development of additional plans or specifications, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) then Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within have five (5) business days of from Landlord’s written notice submission of such additional plans or specifications to Tenant to approve or disapprove the same. Tenant’s failure to so approve or disapprove within such five (5) business day period shall constitute a Tenant Delay (as defined herein) and, at Landlord’s election, be deemed Tenant’s approval thereof. Tenant’s disapproval of such new lease for plans and specifications shall specifically identify the Original Premises; (iii) Tenant nature of such disapproval. Landlord shall approve permitted then have such plans for the Initial Floor Space by March 15, 2012 and permitted specifications amended to incorporate those items specified in Tenant’s disapproval to which Landlord reasonably agrees. Tenant’s approval of such plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld withheld, conditioned or delayed, provided such plans and specifications are consistent with the Plan attached hereto as Schedule 1. If Landlord and Tenant shall diligently work together in good faith to agree upon such plans and specifications, it being agreed that Tenant shall have no right to request that such plans and specifications be revised to reflect any work which is not contemplated on Schedule 1 attached hereto except pursuant to Section 4 below. Upon approval, or deemed approval, of such additional plans and specifications, the same shall be deemed the “Plan” for the purposes of this Work Letter. Except as may be otherwise shown on the Plan, Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of perform Landlord’s Work is requested using building standard materials, quantities and procedures then in use by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord Subject to the Tenant Allowance as defined in subsection (b) below, Landlord, in a good and workmanlike manner and using Building standard materials and finishes, shall construct and do such other work in the Premises (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans plan, TF1 prepared by and D2 Solutions dated 5/29/13, which will be attached hereto, made a part hereof and collectively marked hereto as Exhibit “C-1B”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be To the extent that Landlord’s Work is delayed in such “substantial completion” being Substantially Completed (as hereinafter defined) as a result of of: (i) Tenant’s failure to furnish plans and specifications or provide any other reasonably requested information or approvals related to the furtherance of Landlord’s Work within five (5) business days following Landlord’s written request to Tenant for the same; (ii) Tenant’s request for materials, finishes or installations other than Landlord’s standardBuilding standard materials and finishes or as otherwise originally agreed to by Landlord and Tenant; (iiiii) Tenant’s changes in said plans, including but not limited to any Change Order (as hereinafter defined) which changes have an associated charge; (iiiiv) the performance or completion of any work, labor or services by a Tenant or any party employed or engaged by or on behalf of Tenant; or (ivv) Tenant’s failure to approve or provide comments to final plans, working drawings or reflective ceiling plans within five (5) business days following Landlord’s written request to Tenant for the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above same (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, commencement of the Subsequent Floor Space Commencement Date, and/or Term of the Final Floor Space Commencement Date, whichever is/are applicable Lease and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delayTenant Delay. If any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant, Tenant following the date that Landlord and Tenant agreed on the final plans therefor (“Change Order”) then all such increased costs associated with such requested change over and above the Landlord Allowance Change Order shall be paid by Tenant upfront and such the occurrence of the Change Order shall not change the Initial Floor Space Fourth Amendment Additional Premises Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, Date and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) abovethis Section 5, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, Fourth Amendment Additional Premises Term shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space Premises would have been delivered to Tenant but for Tenant’s Delay or the Change Order. After receipt of notification from Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Premises at which time a punch list of outstanding items, if any, shall be generated. Neither Landlord nor Tenant shall unreasonably withhold agreement on punch list items. Within a reasonable time (not to exceed thirty (30) days thereafter, Landlord shall complete the punch list items to Tenant’s change orderreasonable satisfaction. Except for Landlord’s obligation to complete the Landlord’s Work, Tenant shall lease the Premises in “AS IS” condition, without representation or warranty. (b) Landlord shall be responsible for payment of a maximum cost of $43.40 per rentable square foot of the Fourth Amendment Additional Premises) for all costs and expenses of and related to the Landlord’s Work constitutes (“Tenant Allowance”). All costs in excess thereof incurred by Landlord for Landlord’s Work shall be paid by Tenant to Landlord within thirty (30) days of Tenant’s receipt of an Alteration under Article 8 invoice therefor. If the cost of Landlord’s Work is less than the Tenant Allowance, the unused portion of the LeaseTenant Allowance may be used by Tenant to reimburse Tenant for actual costs incurred to occupy the Premises and for alterations to be made to the Existing Premises. (c) All of Landlord’s Work shall be constructed in a good and workmanlike manner, in compliance with all applicable laws, ordinances and regulations.

Landlord’s Work. Landlord shall have no obligation to perform any work or construction to the Premises during the Lease Term, except that Landlord shall, at Landlord's sole cost and expense, install a tab meter on the domestic water line to monitor usage (athe "Landlord's Work"). Tenant acknowledges and agrees that (i) Landlord shall construct and do such other work (collectivelynot be liable to Tenant for any inconveniences Tenant may experience during the performance, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs or installation of the Landlord’s 's Work or for any delays in excess Landlord's completion of the Landlord's Work (regardless of the length of any such delays); (ii) Landlord Allowance shall not be obligated to perform, construct or install (or cause to be performed, constructed or installed) the Landlord's Work at any time other than during normal business hours on regular business days; (iii) Tenant shall ensure that neither Tenant, nor any of Tenant's agents, sublessees, employees, representatives, contractors, subcontractors, suppliers, customers and invitees, interfere with or impede the performance and completion of the Landlord's Work (regardless of whether such Landlord's Work is performed by Landlord or any of Landlord's agents, employees, contractors, or subcontractors); (iv) Landlord shall have access to the Premises at all times for the purpose of performing, installing and completing the Landlord's Work; and (v) Tenant shall reasonably cooperate with Landlord during the performance, construction and installation of the Landlord's Work and Tenant shall be borne by responsible, at no cost to Landlord, for the moving of any and all furniture, trade fixtures, equipment and/or personal property that is reasonably necessary for Landlord to complete (or cause the completion of) the Landlord's Work. If Tenant shall desire any changes in the Landlord's Work, Tenant shall so advise Landlord in writing and Landlord shall determine whether such changes can be made in a reasonable and feasible manner. Any and all costs of reviewing any requested changes, and any and all costs of making any changes to the Landlord's Work which Tenant may request and which Landlord may agree to shall be at Tenant, 's sole cost and expense and shall be paid to Landlord within thirty (30) days of delivery of an invoice upon demand and reasonable documentation therefor. Should Landlord not require usage before execution of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct and do such other work (collectivelyshall, the “at Landlord’s Work”) expense, perform the work described in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, B attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor hereof in order to complete make certain improvements to the Landlord’s Work and/or so-called shell and core of the Building (hereinafter referred to as the “Base Building Conditions so long Work”). In addition, Landlord shall perform such further work as Tenant pays may be necessary to lay out the Demised Premises for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates occupancy (hereinafter referred to as the “MilestonesPremises Work”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with shall furnish final architectural, electrical and mechanical construction drawings and specifications describing the terms of Exhibit Premises Work (hereinafter referred to as the “DPlans”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012). If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date The Plans shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should approval by Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, Architect (which approval shall not be unreasonably withheld or delayed. If Landlord delayed in the case of any proposed Premises Work of an interior, non-structural nature) and shall be delayed prepared so as to comply with their requirements in such “substantial completion” as a result order to avoid conflict with the design and function of (i) the Building. It shall be Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) responsibility to assure that the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would Plans have been delivered to Landlord and approved as aforesaid on or before the Final Plans Date. Tenant but for Tenant’s Delay has assured itself by direct communication with architects and engineers that the final, approved Plans can be delivered to Landlord on or Tenant’s change orderbefore the Final Plans Date, provided that Tenant promptly furnishes complete information concerning its requirements to said architects and engineers as and when requested by them; and Tenant covenants and agrees to cause said final, approved Plans to be delivered to Landlord on or before said Final Plans Date and to devote such time as may be necessary in consultation with said architects and engineers to enable them to complete and submit all Plans within the required time limit. Following the presentation to Landlord of invoices and receipts evidencing to Landlord’s Work constitutes reasonable satisfaction the architectural and engineering costs incurred by Tenant with respect to the Plans, Landlord shall pay to Tenant an Alteration under Article 8 amount equal to such costs (hereafter referred to as the “Design Allowance”). Landlord shall solicit bids from the contractors identified on Exhibit B-1 attached hereto and made a part hereof for the performance of the LeasePremises Work subject to such terms and conditions as Landlord may customarily prescribe for projects of such type. Landlord shall provide copies of such bids to Tenant and Tenant shall, within seven (7) days thereafter, select a contractor from among the bidders to perform the Premises Work.

Landlord’s Work. (a) Landlord shall construct agrees to make the improvements to the Leased Premises described in this Section 2.3 and do such other work the attached Exhibit C to this Lease, which is made a part hereof (collectively, the “Landlord’s Work”) ). Lxxxxxxx’s Work in substantial conformity with the plans and outline specifications initial Leased Premises shall be substantially complete prior to December 15, 2007 (including but not limited to replacement of the plans prepared by roof), and dated , which will Lxxxxxxx’s Work in the portions of the Leased Premises other than the initial Leased Premises shall be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”substantially complete prior to delivery of possession of same to Tenant. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction All elements of Landlord’s Work shall be scheduled, coordinated and performed to minimize any negative effect on Tenant’s operations. Landlord’s Work shall be done in a good and workmanlike manner in accordance with plans and specifications approved by Tenant, which approval shall not be unreasonably withheld (upon approval, the “Landlord AllowanceApproved Plans”). All costs of the Landlord’s Work in excess of shall comply with all Laws. Any changes to the Landlord Allowance Approved Plans shall be borne approved in advance by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord Any changes to the Approved Plans shall be delayed in such “substantial completion” as a result of compliance with all Laws. (ib) TenantLxxxxxxx’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope portion of Landlord’s Work is requested set forth in Exhibit C labeled “Code Compliance Improvements by Landlord” and “Roof Replacement by Landlord” shall be at Landlord’s sole cost. Lxxxxxxx’s performance of the portion of Landlord’s Work set forth in Exhibit C labeled “Building Repairs and Improvements by Landlord” shall be at Landlord’s sole cost; provided however, Landlord shall not be required to spend in excess of Two Hundred Seventy-five Thousand Dollars ($275,000) for such portion of Landlord’s Work. Within five (5) business days of Landlord and Tenant finalizing the Agreed Plans, Landlord shall notify Tenant of the excess cost, if any, of the “Building Repairs and Improvements by Landlord” over $275,000. Within five (5) business days of such notice Tenant shall, at Tenant’s option, then either cooperate with Landlord to revise the Approved Plans to reduce or eliminate such increased excess costs, or Tenant shall approve the excess costs, or a combination of both. Any such approved excess costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront to Landlord within 30 days of an invoice therefor following completion of the Landlord’s Work as relates to the initial Leased Premises or such additional portion of the Leased Premises, or, at Tenant’s option, such excess costs shall be amortized on a straight-line basis over the initial Term and the monthly portion of same shall be added to, become and be paid as the monthly installments of Annual Rent. If the cost of Landlord’s Work in the initial portion of the Leased Premises does not meet the $275,000 amount, then Landlord’s Work shall continue in the same fashion as set forth above as to the additional portions of the Leased Premises until such occurrence amount is reached. (c) As a part of “Code Compliance Improvements by Landlord” Landlord, at Lxxxxxxx’s sole cost, agrees to provide all required fire/life safety improvements to the extent required by the Laws for the initial Leased Premises and for each additional portion of the Leased Premises. Following delivery of the initial portion of the Leased Premises, Landlord agrees to diligently pursue until same are issued in good faith using all reasonable commercial efforts all permits, licenses, certificates or the like relating to fire/life safety requirements required by governmental entities for Tenant’s intended use of the entire Leased Premises as set forth in the drawing titled Designer Shoe Warehouse E-Tail Direct Facility — Future Expansion Composite Layout, last revision dated October 25, 2007, prepared by Vxxxx Companies (drawing no. P7062-C001-01). Tenant shall reasonably cooperate in good faith with Landlord in Landlord’s efforts under this subsection. Landlord may elect to pursue a variance(s) relating to such fire/life safety requirements as relates to certain elements of Landlord’s Work. The parties shall cooperate to approach the City of Columbus and other applicable governmental authorities together for such variance(s), provided that such efforts shall be at Landlord’s cost. Landlord agrees that such efforts and any failure to obtain such variance(s) shall not change operate to excuse or extend the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenanttime for Landlord’s performance of Landlord’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the this Lease.

Landlord’s Work. Landlord shall, at its sole cost and expense, have a licensed architect and mechanical engineer (aif necessary) prepare mechanical engineering plans (“MEPs”) and construction drawings for the Premises for permitting by Plainsboro Township (“Construction Drawings”) based on the design plans and specifications developed by Tenant and Tenant’s architect which design plans and specifications are attached as Exhibit D to the Lease (“Tenant Designs and Specifications”). Tenant previously delivered to Landlord the Tenant Designs and Specifications in AutoCAD and shall construct within two (2) days of execution of this Work Letter, deliver to Landlord the Tenant Designs and do Specifications in such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”reasonably requested format. Landlord shall only be responsible for payment cause its contractors to undertake to complete in a workmanlike manner, construction of the Premises in accordance with the MEPs and Construction Drawings, subject to the terms and conditions of the Lease, and with the applicable building codes and regulations, and all other laws applicable thereto. Landlord shall provide a maximum cost of $34.00 per rentable square foot for the design and construction “turnkey” installation of Landlord’s Work (the “using Landlord’s contractors. Landlord Allowance”)and Tenant acknowledge that such construction schedule is subject to change from time to time. All costs The Construction Drawings shall control for all purposes related to construction of the Premises, however, Landlord and Tenant acknowledge that the Construction Drawings, while complete for purposes of obtaining permits and approvals and for purposes of construction, may not reflect certain work to be undertaken by Landlord as “Extras” as defined and more fully described in Section 3 of this Exhibit C. Landlord and Tenant acknowledge that the Extras shall include: (1) Tenant’s requested upgrades in materials and finishes from Landlord’s Building Standard Work described in excess Sub-section A of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty this Section 1 below; (302) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance additional work set forth in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural feesDesigns and Specifications highlighted therein in yellow and referenced “HIGHLIGHT INDICATES ALTERNATE SCOPE ABOVE THE LANDLORD TURNKEY”; (3) Tenant’s telephone and data cabling and related work, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (64) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” otherwise as set forth on in this Exhibit C, and (5) additional work requested by Tenant pursuant to the procedures set forth in Section 3, Extras below. Prior to submission of the Construction Drawings to the Municipality, Landlord shall provide Tenant with a set of “C-2”progress prints” of the Construction Drawings with a one (1) time opportunity to review and approve the Construction Drawings, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs such approval to be incurred by Landlord for such overtime labor. given within two (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (52) business days of Landlordthe date that Landlord delivers the final prints, and if not so approved or commented upon then Tenant’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant approval right shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012be waived without further notice. Tenant understands acknowledges and acknowledges agrees that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained herein notwithstanding, Landlord shall have the right to make field changes to the space layout plan represented in Article 2the Construction Drawings which are reasonably required to optimize the Premises layout, flexibility, or usability, or otherwise to comply with rules, regulations, and laws. Notwithstanding the date of foregoing, provided that it will not cause any delay in the Final Floor Space Commencement Date construction process, Landlord shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease provide Tenant with a new tenant reasonable opportunity to review and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If approve any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasefield changes.

Landlord’s Work. (a) Landlord shall construct and do such other perform or cause to be performed the work (collectively, the"Landlord's Work") necessary to alter and improve the “Landlord’s Work”) Premises substantially in substantial conformity accordance with the plans and outline specifications of the plans prepared by and dated , which will Drawings. Tenant shall be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be solely responsible for payment all costs and expenses of a maximum cost of $34.00 per rentable square foot for the design and construction performing all of Landlord’s 's Work in and to the Premises in accordance with the Drawings, including without limitation: (i) the “Landlord Allowance”). All costs of all architectural and engineering fees and expenses; (ii) permits and taxes; and (iii) construction manager costs and fees, to the Landlord’s Work extent such costs and expenses are in excess of $47,520.00 (the "Tenant Improvement Allowance"). Tenaqt will not be entitled to any credit of any unused portion of the Tenant Improvement Allowance. In any event, except for Landlord's performance of Landlord's Work, Tenant acknowledges and agrees that the Premises otherwise are in all respects being leased by Landlord Allowance shall be borne by to Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested accepted by Tenant, then such increased in their current condition and that Landlord shall have no other obligation or duty whatsoever to make any other alterations, repairs or improvements of any kind or nature in or to the Premises in order to prepare same for Tenant's occupancy. Tenant shall be solely responsible to pay Landlord for all costs associated with such requested change over and above the Tenant Improvement Allowance incurred or to be incurred in connection with completing Landlord's Work. If at any time Landlord reasonably estimates that the cost of Landlord's Work will exceed the Tenant Improvement Allowance (such excess costs are referred to hereinafter as the "Excess Costs"), then Tenant shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Dateimmediately pay Landlord, upon request therefore, the Subsequent Floor Space Commencement DateExcess Costs, and/or as additional rent due hereunder. Tenant acknowledges and agrees that the Final Floor Space Commencement XxxxDrawings have not been completed and that it is therefore impossible to accurately estimate the costs of Landlord's Work, whichever is/and that Landlord intends to use its designated and affiliated contractor (Keystone) or other contractor designated by Landlord to perform Landlord's Work. Tenant acknowledges and agrees that the Premises otherwise are applicablein all respects being leased by Landlord to Tenant, and shall not alter be accepted by Tenant’s obligations under the Lease. Notwithstanding anything , in their current condition and that Landlord shall have no other obligation or duty whatsoever to make any other alterations, repairs or improvements of any kind or nature in or to the contrary stated Premises in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered order to Tenant but prepare same for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease's occupancy.

Landlord’s Work. (a) Landlord Landlord, at Landlord’s sole cost and expense, shall construct and do such other perform the work (collectively, the “Landlord’s Work”) set forth in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work job budget (the “Landlord AllowanceJob Budget”). All costs ) prepared by Vantage Builders, Inc., dated May 22, 2014, consisting of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenanttwo (2) pages, and shall be paid attached hereto as Exhibit D (Job Budget) in order to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of deliver the full amount of the Landlord Allowance Premises in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant accordance with the “Base Building Conditions” as set forth on Exhibit “C-2”space plan prepared by Design-Science, dated April 29, 2014, consisting of one (1) page, and attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime laborExhibit A (Plan of Premises). (b) TenantSubject to delays due to events of Force Majeure (as hereinafter defined) or Tenant Delay (as hereinafter defined), Landlord shall use reasonable care and diligence to complete Landlord’s construction approval dates Work as quickly and efficiently as possible, but Tenant shall have no claim against Landlord for failure to complete Landlord’s Work; provided, however, that in the event that Landlord does not Substantially Complete (as hereinafter defined) Landlord’s Work on or before June 27, 2014 (the “Outside Completion Date”), Landlord shall provide Tenant with a license to use a portion of the 2nd Floor of the Building measuring approximately 2,426 rentable square feet, and shown on Exhibit F (Plan of Temporary Premises) to this Lease (the “Temporary Premises”). (c) Landlord’s Work shall be performed in a Building Standard manner using Building Standard materials. (d) If Tenant wants Landlord to perform or supply any additional work or non-Building Standard work, installations, materials or finishes (“MilestonesExtra Work”) are as follows: (i) over and above, or in lieu of, Landlord’s Work, Landlord may refuse such request for Extra Work. Any agreement to do Extra Work must be in writing describing the Extra Work, the price to be paid by Tenant shall approve preliminary plans and any payment terms therefor. Any and all costs incurred for the Initial Floor Space by February 29preparation, 2012 (Landlord acknowledges that the preliminary filing or approval of plans and specifications relating to Extra Work shall be paid for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) without regard to whether or not Landlord agrees to do Extra Work. If Tenant shall approve preliminary plans fails to make any agreed payment for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space Extra Work within five (5) business days after Landlord invoices Tenant for the same, Landlord shall have the same remedies against Tenant for such non-payment as for non-payment of any other item of Rent. (e) Notwithstanding anything contained herein or elsewhere in this Lease to the contrary, if there is any increase in Landlord’s written notice to Tenant of such new lease cost for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but Landlord’s Work or if Landlord is delayed in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for as a result of: (i) Landlord’s performance of Extra Work; or (ii) the Initial Floor Space performance of any work by Tenant or Tenant’s Agents, then, in such event, (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (via) Tenant shall deliver to Landlord its finish specifications by March 15be responsible for the increase in Landlord’s cost for Landlord’s Work, 2012. If Tenant misses any of and (b) the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, deemed to be the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant Substantially Complete but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasedelay.

Landlord’s Work. (a) Landlord shall construct cause the Tenant’s Work to be Substantially Complete and do such other work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications Landlord will deliver possession of the plans prepared by Premises to Tenant, as quick as possible after the Effective Date as time is of the essence, and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible extended for payment each day of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work Tenant Delays (the “Landlord AllowanceDelivery Date”). All costs of the Landlord’s Work in excess of the Landlord Allowance By: By: Name: _Christopher X. Xxxxx ________________________ Name: Title: __President_________________________________ Title: 1. Sidewalks, doorways, vestibules, corridors, stairways and other similar areas shall not be borne obstructed by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for any purpose other than ingress and egress to and from the purchase Premises and for going from or to another part of architectural fees, furniture, the Building. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable materials shall be thrown or placed therein. Damage resulting to any such fixtures or appliances or surrounding areas from misuse by Tenant shall be repaired at the sole cost and expense of Tenant, and Landlord shall not in any case be responsible therefor. 3. No signs, advertisements or notices shall be painted or affixed on or to any windows or doors or other parts of the Building except of such color, size and style and in such places as shall be first approved in writing by Landlord. No nails, hooks or screws shall be driven or inserted in any part of the Building except by the Building maintenance personnel nor shall any part of the Building be defaced by Tenant. No curtains or other window treatments will be placed between the glass and the Building standard window treatments. 4. Landlord will provide and maintain an alphabetical directory of each Tenant’s firm name on the first floor (main lobby) of the Building. No other directory shall be permitted unless previously consented to by Landlord in writing. 5. Tenant shall not place any additional lock or locks on any doors in or to the Premises without Landlord’s prior written consent. A reasonable number of keys to the locks on the doors which access the Premises from the common areas shall be furnished by Landlord to Tenant, and Tenant shall not have any duplicate keys made. Upon termination of the Lease, Tenant shall return all keys to Landlord and shall provide to Landlord a means of opening all safes, cabinets and vaults being left with the Premises. 6. With respect to work being performed by Tenant in the Premises with the approval of Landlord, Tenant will refer all contractors, contractor’s representatives and installation technicians rendering any service to them to Landlord for Landlord’s supervision, approval and control before the performance of any contractual services. This provision shall apply to work performed in the Building including, but not limited to, installation of telephones, telegraph equipment, electrical devices and attachments, and any and all installation of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Building. Tenant must have Landlord’s written approval prior to employing any contractor. Any and all such contractors shall comply with these Rules and Regulations for such services including, but not limited to, insurance requirements. All work in or on the Building shall comply with any and all codes. 7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any bulky materials, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be restricted to such hours as Landlord shall designate. All such movement shall be under the supervision of Landlord and in the manner agreed between Tenant and Landlord by prearrangement before performance. Such prearrangement initiated by Tenant will include determination by Landlord, and subject to its decision and control, as to the time, method and routing of movement and as to limitations for safety or other concerns which may prohibit any article, equipment or towards its relocation any other item from being brought into the Building. Tenant is to assume all risk as to damage to articles moved and injury to person or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord and other tenants if damaged or injured as a result of acts in connection with carrying out this service for Tenant from the time of entering the property to completion of work; and Landlord shall not be liable for acts of any person engaged in, or any damage or loss to any of said property or persons resulting from any act in connection with such service performed for Tenant. 8. Landlord shall have the power to prescribe the weight and position of safes and other heavy equipment, which shall, in all cases, be positioned to distribute the weight and stand on supporting devices approved by Landlord. All damage done to the Building by taking in or putting out any property of Tenant, or done by Tenant’s property while in the Building, shall be paid repaired at the expense of Tenant. 9. Tenant, in its capacity as an employer, shall establish – and shall use reasonable measures to Tenant within 30 days of written request by Tenant enforce – a policy for its employees, which prohibits firearms (including, but not sooner than limited to, concealed handguns) in the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises. 10. Tenant shall cooperate with Landlord’s employees in keeping its Premises neat and clean. Tenant shall not employ any person for the purpose of such cleaning other than the Building’s cleaning and maintenance personnel. Landlord shall be in no way responsible to Tenant, its agents, employees or invitees for any loss of property from the Premises or public areas or for any damage to any property thereon from any cause whatsoever. 11. To insure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred Premises except by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were persons appointed or approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leasewriting.

Landlord’s Work. (ai) Landlord shall construct and do such other agrees to perform certain tenant improvement work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be Premises shown or described in Exhibit F attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction The scope of Landlord’s Work (the “described in Exhibit F has been heretofore approved by Landlord Allowance”)and Tenant. All costs Approval by Landlord of the Landlord’s Work in excess and the Construction Drawings (as hereinafter defined), shall not constitute any warranty by Landlord to Tenant of the adequacy of the design therein for Tenant’s intended use of the Premises nor shall Landlord’s approval of Landlord’s Work create any liability or responsibility on the part of Landlord Allowance shall be borne by Tenantfor the compliance thereof with applicable statutes, ordinances, regulations, laws, codes and industry standards relating to handicap discrimination (including, without limitation, the Americans with Disabilities Act). (ii) Attached hereto as Exhibit F-1 is a contractor’s cost estimate for the work described therein which estimates the cost of Landlord’s Work, excluding the Construction Management Fee, provided that such estimate is only an estimate and not an assurance or guaranty of the maximum cost of Landlord’s Work, and shall be paid as such remains subject to Landlord within thirty (30) days change. Tenant hereby acknowledges that the performance of delivery of an invoice Landlord’s Work will occur during normal business hours and reasonable documentation therefor. Should Landlord not require usage may extend beyond the Delivery Date while Tenant is in occupancy of the full amount Premises. Except as provided in Section 5(f) below, no interference to Tenant’s business operation in the Premises caused by Landlord’s Work shall operate to postpone the Commencement Date, entitle Tenant to any abatement of Rent, constitute a constructive eviction or give rise to any liability of Landlord. (iii) Tenant and Landlord shall cooperate and coordinate any concurrent work in the Premises. Landlord shall use reasonable efforts to minimize the disruption to Tenant’s construction in or use of the Landlord Allowance in Premises caused by the performance of Landlord’s Work, and Tenant may choose shall use reasonable efforts to use up to $5.00 per RSF of any excess Landlord Allowance for minimize the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises disruption to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion performance of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications caused by March 15, 2012. If Tenant misses any Tenant’s construction or use of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Landlord shall construct alter the demised premises for the Tenant in accordance with and do subject to the terms of Landlords Work Criteria annexed hereto as Schedule B. All such work shall be deemed to have been substantially completed, notwithstanding the fact that minor or insubstantial details of construction, mechanical adjustment, decoration, and other work (collectivelyremain to be completed. In all other respects, Tenant accepts the “Landlord’s Work”) demised premises in substantial conformity with "as is" condition and Tenant acknowledges that Landlord makes no representation as to the plans and outline specifications condition thereof, except as herein expressly set forth. The taking of occupancy of the plans prepared whole or any part of the demised premises by Tenant shall be (A) conclusive evidence, as against Tenant, that Tenant accepts possession of the same and dated that the demised premises so occupied and the Building equipment, which will if any, servicing the demised premises, were in good and satisfactory condition at the time such occupancy was so taken, and (B) deemed to be attached heretoa representation by Tenant that the demised premises are in the condition agreed to by Landlord and Tenant for commencement of the term hereof. Thereafter, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible have no obligation to do any further work in order to make the demised premises suitable and ready for payment of a maximum cost of $34.00 per rentable square foot for the design occupancy and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne use by Tenant, and excepting any minor punch list items. Any work to be performed by Tenant shall be paid subject to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to terms and conditions of this lease. Promptly following the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary such work by Landlord, those revisions and supplements the parties shall be submitted to Tenant for approvalwithin fifteen (15) days thereafter, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as at Landlord's request, execute a result of writing acknowledging the Commencement Date (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”"Commencement Date Agreement); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease". Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) abovecontained herein, the Initial Floor Space Commencement Date, term of the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, lease shall commence on Please Initial Landlord BF Tenant MS ---- ---- the date the Initial Floor SpaceCommencement Date as defined herein, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 and any failure of the Leaseparties to execute such Commencement Date Agreement shall not affect the validity of the Commencement Date as fixed and determined by Landlord as aforesaid.

Landlord’s Work. The parties acknowledge the demised premises will be delivered in an "as is" condition, except for the following items which shall be Landlord's obligation to perform at its sole cost and expense (a) "Landlord's Work"): Following the satisfaction or waiver of the contingencies set forth in Articles 40 through 44 inclusive below, Landlord shall construct remove all then-existing Hazardous Materials (as defined in Article 26 below) as shown in the Phase II Environmental Report to be prepared by Landlord from the demised premises and do such other work (collectively, restore the “Landlord’s Work”) in substantial conformity with the plans and outline specifications surface of the plans prepared by demised premises to its condition existing prior to such removal, and dated , which will shall provide Tenant with a certification from the party performing the remediation of Hazardous Materials showing that all Hazardous Materials required to be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”removed or abated pursuant to this Section 5 have been removed or abated in accordance with applicable law. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for deliver the design and construction demised premises to Tenant, with all of Landlord’s 's Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenantcompleted, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment on or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on before March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease1997. Notwithstanding anything to the contrary stated set forth herein, Landlord shall not be obligated to remove any such Hazardous Materials which are in Article 2(bcompliance with applicable law and whose presence would not in any manner interfere with Tenant's ability to secure all permits and authorizations required to develop and use the Property for Tenant's intended use or materially interfere with Tenant's use and enjoyment of the Property; provided, Landlord shall remain liable for removal of any such Hazardous Materials should the presence of any such Hazardous Materials materially interfere with Tenant's use and enjoyment of the Property. Further, if the estimated cost of Landlord's Work shall exceed Two Hundred Thousand Dollars ($200,000), Landlord shall have the right to terminate this Lease in lieu of performing Landlord's Work unless Tenant shall agree to pay all costs of Landlord's Work in excess of Two Hundred Thousand Dollars (c) $200,000). Further notwithstanding anything to the contrary set forth herein, Landlord shall not be obligated to remove or (d) above, abatx xxx asbestos or asbestos containing materials contained within the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence buildings located on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the LeaseWillxxxx Xxxcel.

Landlord’s Work. (a) The Landlord shall construct will perform the following work, at Landlord’s sole cost and do such other work expense (collectively, the “Landlord’s Landlord Work”): (i) paint the walls of the Premises designated on Exhibit A (the “Painting Area Diagram”) (the “Painting Work”), (ii) rebuff the break room floor, shampoo the carpet throughout the Premises, and recarpet the areas of the Premises noted on Exhibit B (the “Carpeting Area Diagram”) to this Amendment (the “Carpeting Work”), (iii) repair or replace, as necessary, damaged or stained ceiling tiles, (iv) upgrade the bathroom as specified in Exhibit C to this Amendment (the “Bathroom Work”) and all selections with regard to such materials required for the Bathroom Work shall be subject to Tenant’s reasonable approval, and (v) add Tenant’s name and logo to the outside monument signage along Alliance Road (“Signage Work”). Regarding the Painting Work, it is confirmed and agreed that: (i) the areas to be painted will be double rolled, the same color (or as close thereto as possible) as currently exists, (ii) no door frames are included, and (iii) in substantial conformity with addition to the plans and outline specifications areas set forth on the Painting Area Diagram, Landlord will cause one of the plans prepared stairwells selected by and dated Tenant including the hand rail from the second (2nd) floor down to be painted. Regarding the Carpeting Work, which Landlord will try to match the existing carpet with like cut pile carpeting of similar quality to the existing carpeting. Regarding the Signage Work, Tenant shall be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for entitled to one panel on the design and construction of Landlord’s Work outside monument signage along Alliance Road (the “Monument Sign”) and, subject to compliance with applicable law and such Tenant signage being reasonably consistent with other sign panels on the Monument Sign, Tenant shall be entitled to select the format, size and color of its sign panel on the Monument Sign. Landlord Allowance”). All costs of shall, subject to events beyond its reasonable control and Tenant’s reasonable cooperation, perform the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within no later than thirty (30) days after the date of delivery this Amendment. Notwithstanding the foregoing sentence or anything to the contrary in this Amendment, Landlord agrees that if Landlord has not completed the Landlord’s Work within ninety (90) days after the date of an invoice and reasonable documentation therefor. Should Landlord not require usage this Amendment, Tenant shall have the right to complete the remaining incomplete Landlord’s Work (as specified in this Amendment) (the “Tenant Self Help Work”) and, following the completion of the full amount Tenant Self Help Work and the presentation to Landlord of the Landlord Allowance in the performance of Landlord’s paid invoices for such Tenant Self Help Work, Tenant may choose elect to use up invoice Landlord for amounts paid by Tenant or to $5.00 per RSF of any excess offset Monthly Base Rental due from Tenant to Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises in an amount equal to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used reasonable, substantiated costs incurred by Tenant for in completing the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six Self Help Work (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Set Off Amount”). If the Set Off Amount exceeds one month’s Monthly Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which caseRental, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice be entitled to continue to set off future Monthly Base Rental payments due from Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for until Tenant has recovered the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedfull Set Off Amount. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Landlord has no obligation to improve the Premises in any manner, except for the completion of the Landlord’s Work (a) defined below). Notwithstanding anything in the Lease or this Work Letter to the contrary, Landlord shall construct construct, install and do such other perform, and the Tenant Improvement Work shall not include, all of the improvements and work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth described on Exhibit “C-2”, D” attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the The Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to shall be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: performed (i) at Landlord’s sole cost and the Tenant Improvement Allowance shall approve preliminary plans not be applied to pay for the Initial Floor Space by February 29any Landlord’s Work, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30in a good and workmanlike manner using new materials of good quality, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15in accordance with all Legal Requirements, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted in accordance with plans for the Final Floor Space and specifications prepared by the 120th day prior Landlord. With respect to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth those items listed on Exhibit “D” as “Approval Items”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (plans and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date therefor shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary approved by Landlord, those revisions and supplements shall be submitted to Tenant for approvalTenant, which approval shall not be unreasonably withheld withheld, conditioned or delayed. If Landlord delayed and which approval shall be delayed in such “substantial completion” as a result deemed given if Tenant fails to approve or reject the same within ten (10) days of (i) TenantLandlord’s request for materialsapproval of same (or, finishes or installations other than in the case of resubmitted working drawings, within five (5) days). Subject to Section 7 below, Landlord shall cause Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) Work to be Substantially Completed on or before the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within Commencement Date and shall cause the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope components of Landlord’s Work is requested to be completed by Tenantany completion dates identified in Exhibit “D”. Landlord, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenantat Landlord’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicablesole cost, shall commence on promptly correct and repair any failure of the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 to be constructed in accordance with Legal Requirements, the Lease and this Work Letter and any defects in materials or workmanship of the LeaseLandlord’s Work. Landlord and Tenant acknowledge that Landlord may be performing the Landlord’s Work at the same time as Tenant is performing the Tenant Improvement Work. In such event, Landlord and Tenant shall coordinate the Landlord’s Work with the Tenant Improvement Work with each other and shall cooperate with each other reasonably in the scheduling, sequencing and performance of the Landlord’s Work and the Tenant Improvement Work (and vice-a-versa).

Landlord’s Work. 42. (aA) Landlord shall construct and do such not be required to perform any work to the Premises, other work (collectively, the “than Landlord’s Work”) in substantial conformity with the plans Base Building Work and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises subject to the New Premisesprovisions of this Article 42. No portion of any excess Landlord Allowance may be applied Tenant expressly agrees to Rent. Any excess Landlord Allowance used by Tenant for take the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than Premises on the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed in its then “as is” condition, subject to Tenant upon submission to Landlord substantial completion of reasonable paid invoices. In addition to the Landlord’s Base Building Work and Landlord’s Work. Landlord shall cause a licensed architect to promptly prepare, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth based on Exhibit “C-2”Tenant’s schematic plan dated June 21, 2011, a copy of which is attached hereto and made a part hereof as Exhibit J, complete dimensioned architectural plans and complete engineering plans with respect to the Premises (such plans shall be referred to herein collectively as the “Preliminary Plans”; such Preliminary Plans, as amended by any changes thereto so that such plans shall be approved by Tenant and Landlord (which approval by Landlord and Tenant shall not be unreasonably withheld or delayed), shall be referred to herein collectively as the “Final Plans”; the work set forth on the Final Plans, as amended by any changes and/or additions requested by Tenant and approved by Landlord pursuant to the terms hereof, shall be referred to herein collectively as “Landlord’s Work”). Tenant may request hereby agrees that unless otherwise agreed to by Landlord use overtime labor pursuant to complete the terms hereof, Landlord’s Work shall be performed using materials, standards and finishes of Building standard quality, quantity, color and design and in compliance with the Final Plans. Notwithstanding anything herein to the contrary, Tenant shall not unreasonably withhold or delay its consent to any changes and/or the Base Building Conditions so long as Tenant pays for the increased costs additions to be incurred Landlord’s Work required by Landlord for such overtime labor. solely to (a) correct any errors in the Final Plans, and/or (b) cause the Final Plans to comply with applicable Legal Requirements, it being agreed that changes of a de minimis nature on account of field conditions and the like shall not require the prior written consent of Tenant (but Landlord shall use commercially reasonable efforts to notify Tenant of such required changes). Tenant’s construction approval dates (“Milestones”) are as follows: consent to (i) Tenant the initial draft of the Preliminary Plans shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space be granted or denied within five (5) business days of Landlordafter Tenant’s written notice to Tenant of such new lease for the Original Premises; receipt thereof, and (iiiii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior any revisions to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; Preliminary Plans shall be granted or denied within five (v5) Tenant business days after Tenant’s receipt thereof. Landlord shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite make all changes to the substantial completion of Landlord’s Work for the Initial Floor Space (Preliminary Plans requested by Tenant and for the Subsequent Floor Space should Landlord sign submit a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted revised draft thereof to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result its review within five (5) business days after Landlord’s receipt of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated comments with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Leaserespect thereto.

Landlord’s Work. (aA) Landlord shall Attached hereto as EXHIBIT E are plans and outline specifications including, without limitation, working drawings, construction drawings, and electrical, mechanical and plumbing drawings necessary to construct and do such other work the Building (collectively, the “"Drawings and Specifications" which Landlord and Tenants have approved. (B) Changes to the Drawings and Specifications shall only be made by written change orders ("Change Order(s)") signed by Landlord and Tenant. In the event Tenant wishes to make changes to the Drawings and Specifications, Tenant shall submit a written request to Landlord stating with specificity the requested modifications. Tenant will pay for any increase in Landlord’s Work”) 's cost of construction as well as any additional costs incurred in substantial conformity with revising the plans Drawings and outline specifications Specifications on account of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”such requested modification. Landlord shall only be responsible for payment l provide to Tenant, within ten (10) days from the date on which Landlord receives the respective change request from Tenant, a good faith estimate of a maximum cost any such additional costs and of $34.00 per rentable square foot for the design and construction of Landlord’s Work delay (the “Landlord Allowance”"Modifications Delay(s). All costs of "), if any, to be caused by the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenantrequested change, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for after receiving such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which caseestimate, Tenant shall approve preliminary plans for have the Subsequent Floor Space right to decline to proceed with such modifications by notice given within three (3) days after receipt of such estimate (with Tenant obligated to pay, within five (5) business days after receipt of an invoice, the reasonable costs incurred by or on behalf of Landlord in preparing such estimate). If Tenant accepts to proceed with the requested modifications after having reviewed the Landlord’s written notice 's aforesaid estimate, it shall so notify it to Tenant Landlord in writing within three (3) days after receipt of such new lease for estimate, and Landlord shall be obligated to make the Original Premises;requested modifications. Any Modification Delay will not extend the Commencement Date, unless the parties expressly agree otherwise in the applicable Change Order. (C) Landlord shall, at its sole cost and expense, construct or cause the construction of the Building in strict accordance with the Drawings and Specifications, in a good and workmanlike manner, in compliance with all applicable laws, codes, ordinances and regulations, and shall cause (i) Pre-Completion of the Plant by February 28th, 2001 (two thousand and one), (ii) Substantial Completion of the Plant no later than on March 15th, 2001 (two thousand and one), and (iii) Tenant shall approve permitted plans Substantial Completion of the Offices no later than on June 15th, 2001 (two thousand and one). The dates of Pre-Completion and the Substantial Completion Date will each be subject to extension, on a day for day basis, for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date period of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012any Modification Delays . Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space The Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall will not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion on account of any workdelay in Substantial Completion attributable to any negligence or willful misconduct of Tenant or any agent, labor contractor or services by a party employed by representative of Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. (a) Section 38.1. Landlord shall construct diligently and do such other continuously perform to completion Landlord’s work as described in Schedule L-1 (“Landlord’s Pre-Delivery Work”) and Schedule L-2 (“Landlord’s Post-Delivery Work”), at its expense (except as otherwise set forth in Schedule L-1 and Schedule L-2), in a good and workmanlike manner, using first-class materials, and in accordance with all Requirements (Landlord’s Pre-Delivery Work and Landlord’s Post-Delivery Work, collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”). Section 38.2. Landlord shall only be responsible perform Landlord’s Post-Delivery Work in conjunction with the performance by Tenant of the Initial Alterations for payment the Premises and shall Substantially Complete Landlord’s Post-Delivery Work (other than the conversion of the two freight elevators and the Terrace Elevator Work, collectively, the “Elevator Work”) no later than the date Tenant substantially completes Tenant’s Initial Alterations, subject to extension by reason of a maximum cost of $34.00 per rentable square foot for Tenant Delay. To the design and construction of extent necessary, Tenant shall afford Landlord access to the Premises at all reasonable times to perform Landlord’s Post-Delivery Work (without the “same constituting a constructive eviction and with no abatement of Rental. Landlord Allowance”). All costs of the shall perform Landlord’s Post-Delivery Work in excess of the diligently and continuously and Landlord Allowance and Tenant shall be borne by Tenant, and shall be paid take commercially reasonable steps to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in coordinate the performance of Landlord’s Post-Delivery Work and the performance by Tenant of the Initial Alterations so that neither party is delayed in the completion of its work. Notwithstanding the foregoing, to the extent that Landlord’s Post-Delivery Work (other than the Elevator Work) has not been Substantially Completed by the later of (x) the date that Tenant has completed its Initial Alterations and (y) the date which is nine (9) months after the Commencement Date (such later date, as the same may be extended by reason of Tenant Delay, “Landlord’s Post-Delivery Work Finish Date”), then Tenant, as its sole and exclusive remedy for such delay, shall be entitled to an additional abatement of Fixed Rent equal to one day of Fixed Rent for each day after Landlord’s Post-Delivery Work Finish Date that Landlord’s Post-Delivery Work (other than the Elevator Work) has not been Substantially Completed. To the extent that the Elevator Work (other than the Terrace Elevator Work) has not been Substantially Completed by the later of (a) the date that Tenant has completed its Initial Alterations, and (b) the date which is twelve (12) months after the Commencement Date (such later date, as the same may choose to use up to $5.00 per RSF be extended by reason of any excess Landlord Allowance for the purchase of architectural feesTenant Delay, furniture“Landlord’s Elevator Work Outside Date”), fixtures then Tenant, as its sole and equipment or towards the cost exclusive remedy (but not in limitation of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment remedy with respect to the specific floor or floors in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii) Tenant’s changes in said plans; (iii) the performance or completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plansSubstantially Complete Landlord’s Post-Delivery Work (other than the Elevator Work) by Landlord’s Post-Delivery Work Finish Date) for such delay, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure shall be entitled to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment an additional abatement of Fixed Rent hereunder shall be accelerated equal to one (1) day of Fixed Rent for each day after Landlord’s Elevator Work Outside Date that the Elevator Work (other than the Terrace Elevator Work) has not been Substantially Completed. In addition, if the Elevator Work (other than the Terrace Elevator Work) is not Substantially Completed by the number of days of such delay. If any changedate that Tenant has completed its Initial Alterations, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over its employees and above invitees, may use the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change passenger elevators in the Initial Floor Space Commencement Date, Building to access the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 10th-12th floors of the LeasePremises until the Elevator Work (other than the Terrace Elevator Work) is Substantially Completed.

Landlord’s Work. (a) 23.1 Landlord shall construct and do such other be required to undertake the work (collectively, the “Landlord’s Work”) in substantial conformity with the plans and outline specifications of the plans prepared by and dated , which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. Landlord shall only be responsible for payment of a maximum cost of $34.00 per rentable square foot for the design and construction of Landlord’s Work (the “Landlord Allowance”). All costs of the Landlord’s Work in excess of the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”in Landlord's Work Letter, attached hereto as EXHIBIT E ("LANDLORD'S WORK"). 23.2 Tenant agrees that on or before the Tenant Drawing Date it shall provide to Landlord for approval and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred acceptance, such construction drawings and specifications reasonably required by Landlord for Tenant's layout, partitioning, ceiling, electrical, floor covering, painting and other installations/finishes in the Demised Premises in sufficient detail such overtime labor. that the Landlord can timely obtain the necessary building permits (b) Tenant’s "TENANT DRAWINGS"). Prior to the commencement of Landlord's Work, Landlord shall deliver to Tenant a copy of the contractor's bid for the work required by the approved Tenant Drawings, which bid shall include a breakdown of the costs of construction approval dates (“Milestones”) are as follows: (i) by line item customary in such bid breakdown. Tenant shall approve preliminary plans for have the Initial Floor Space one-time option, to be exercised by February 29, 2012 (delivering written notice to Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days after the delivery of Landlord’s written notice the bid, to: (i) add items to Tenant of such new lease for the Original Premises; drawings, (ii) remove items from the drawings, or (iii) upgrade items of the drawings; such option to be exercised with Landlord's consent which may not be unreasonably withheld. Landlord at its cost and expense shall furnish and install in accordance with such drawings only so much of the work required by Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day above drawings as is allowed by a credit to Tenant equal to the Construction Credit. The Construction Credit may Only be applied towards Landlord's Work in accordance with approved drawings. If any portion of the Construction Credit is not so used by Tenant on or prior to the desired occupancy date Commencement Date, except as defined as the "Rental Credit", any excess shall be forfeited and shall not be used as a credit against Minimum Rent or any other sums due Landlord hereunder. To the extent Tenant's drawings require work, the cost of which is not contemplated by Landlord's Work Letter and exceeds the Final Floor SpaceConstruction Credit, but in no event later than November 30such work shall be reduced to an "extra" or "change order" to be executed by both Landlord or Managing Agent and Tenant, 2012; (v) Tenant which shall deliver indicate the work required, the cost thereof to Landlord signed/sealed Tele/Data plans be paid by Tenant, and the additional time required, if any, for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012completion. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion The cost of Landlord’s 's Work performed, including extras or change orders, under this Article 23 shall be subject to Landlord's standard mark-up, overhead, profit and general conditions. 23.3 Xxnant shall be responsible for any delays on the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms part of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses itself or any of its employees or Agents in completing the Milestones referenced Demised Premises by reason of (a) failure of any of them to cooperate with Landlord; (b) delays in this Article 3(b)submitting any drawings or specifications, then notwithstanding anything to the contrary contained or in Article 2supplying information, the date of the Final Floor Space Commencement Date shall be on March 1or in approving drawings, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012specifications or estimates or supplying such information in insufficient detail; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors delays in which the Milestone or Milestones were missed. (c) If any material revision or supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result of (i) Tenant’s request for materials, finishes or installations other than Landlord’s standard's giving authorizations; (iid) Tenant’s changes in said plans; (iii) the performance any extra or completion of any work, labor or services by a party employed change order desired by Tenant; (ive) Tenant’s failure any changes by any of them in any plans or designations subsequent to approve final plans, working drawings the Tenant Drawing Date; (f) any similar act or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretionomission of any of them; or (vg) Tenant’s failure any other similar causes or factors beyond Landlord's reasonable control. 23.4 No less than sixty (60) days prior to meet the expiration or sooner termination of this Lease, Landlord, in its sole and absolute discretion, shall have the right to designate all or any portion of Landlord's Work dealing with the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable fire suppression system and the payment of Fixed Rent hereunder shall raised flooring in the computer room to be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested removed by Tenant, then such increased costs associated with such requested change over at Tenant's sole cost and above expense, upon the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) expiration or (d) above, the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable, shall commence on the date the Initial Floor Space, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 sooner termination of the this Lease.

Landlord’s Work. (If applicable) (a) Prior to the Commencement Date, the Landlord shall, at its expense, perform the Landlord’s Work in a good and workmanlike manner. All plans to be approved by Tenant prior to Landlord completing its work. Subject to delays caused by Force Majeure and delays caused by the Tenant or the Tenant’s Employees, the Landlord shall construct and do such other work use reasonable commercial efforts to complete the Landlord’s Work as soon as reasonable possible following the execution of this Lease. If a dispute arises over: (collectivelyi) the date on which the Landlord’s Work was substantially completed or completed; (ii) whether or not the Landlord was delayed in completing the Landlord’s Work due to Force Majeure, the “Tenant or the Tenant’s Employees and/or the length of any such delay, the reasonable decision of the Landlord’s Expert will be determinative of the issue. The Tenant is responsible for any additional costs incurred by the Landlord as a result of any delays in completing the Landlord’s Work caused by the Tenant or the Tenant’s Employees and the Tenant shall pay such additional costs to the Landlord within [*****] days following receipt of an invoice from the Landlord. The Landlord may have such access to the Premises as it requires in order to complete the Landlord’s Work”) in substantial conformity with . If the plans and outline specifications Tenant is given possession of the plans prepared by Premises prior to the date that the Landlord’s Work is complete, then: (iii) if both the Tenant and dated the Landlord require access to the same area of the Premises, which will be attached hereto, made a part hereof and collectively marked as Exhibit “C-1”. the Landlord shall only have the first right to such area for the purpose of carrying out the Landlord’s Work; (iv) the Tenant shall not interfere with or delay the Landlord or its contractors from completing the Landlord’s Work; and (v) the Tenant shall be under the direction and supervision of the Landlord and its contractors and shall comply with all requirements and directions of the Landlord and its contractors. The Landlord shall not be responsible for payment the costs of a maximum any work to the Premises except for the cost of $34.00 per rentable square foot the Landlord’s Work. (b) If: (i) the Tenant’s use, or intended use, of the Premises requires changes to the Landlord’s Work in order for the design Landlord’s Work to comply with applicable Laws or the requirements of any insurer of the Development; or (ii) the Tenant requires any changes to the Landlord’s Work (and construction the Tenant’s signature on the change order, or other documentation evidencing the changes, shall be conclusive evidence of the Tenant’s agreement to the making of such changes), then the Tenant will be responsible for the cost of such changes to the extent that such changes result in an increase in the cost of the Landlord’s Work (the “Landlord AllowanceAdditional Costs”). All costs of The Tenant shall pay the Landlord’s Work in excess of Additional Costs shall within [*****] days following the date that the Landlord Allowance shall be borne by Tenant, and shall be paid to Landlord within thirty (30) days of delivery of provides the Tenant with an invoice and reasonable documentation therefor. Should Landlord not require usage of the full amount of the Landlord Allowance in the performance of Landlord’s Work, Tenant may choose to use up to $5.00 per RSF of any excess Landlord Allowance for the purchase of architectural fees, furniture, fixtures and equipment or towards the cost of Tenant’s relocation from the Original Premises to the New Premises. No portion of any excess Landlord Allowance may be applied to Rent. Any excess Landlord Allowance used by Tenant for the purchase of architectural fees, furniture, fixtures and equipment or towards its relocation shall be paid to Tenant within 30 days of written request by Tenant but not sooner than the Initial Floor Space Commencement Date, but in any event shall be requested within six (6) months of the Final Floor Space Commencement Date or forfeited. Any excess Landlord Allowance shall be reimbursed to Tenant upon submission to Landlord of reasonable paid invoices. In addition to the Landlord’s Work, the New Building and the New Premises shall be delivered to Tenant with the “Base Building Conditions” as set forth on Exhibit “C-2”, attached hereto and made a part hereof. Tenant may request that Landlord use overtime labor to complete the Landlord’s Work and/or the Base Building Conditions so long as Tenant pays for the increased costs to be incurred by Landlord for such overtime labor. (b) Tenant’s construction approval dates (“Milestones”) are as follows: (i) Tenant shall approve preliminary plans for the Initial Floor Space by February 29, 2012 (Landlord acknowledges that the preliminary plans for the Initial Floor Space were approved by Tenant on February 29, 2012); (ii) Tenant shall approve preliminary plans for the Subsequent Floor Space by March 30, 2012, unless Landlord signs a lease with a new tenant for the Original Premises, in which case, Tenant shall approve preliminary plans for the Subsequent Floor Space within five (5) business days of Landlord’s written notice to Tenant of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and permitted plans for the Subsequent Floor Space by April 15, 2012; (iv) Tenant shall approve permitted plans for the Final Floor Space by the 120th day prior to the desired occupancy date of the Final Floor Space, but in no event later than November 30, 2012; (v) Tenant shall deliver to Landlord signed/sealed Tele/Data plans for the Initial Floor Space by March 15, 2012 and signed/sealed Tele/Data plans for the Subsequent Floor Space by April 15, 2012. Tenant understands and acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a prerequisite to the substantial completion of Landlord’s Work for the Initial Floor Space (and for the Subsequent Floor Space should Landlord sign a lease with a new tenant for the Original Premises). Tenant covenants that it will comply in good faith with the terms of Exhibit “D”; and (vi) Tenant shall deliver to Landlord its finish specifications by March 15, 2012. If Tenant misses any of the Milestones referenced in this Article 3(b), then notwithstanding anything to the contrary contained in Article 2, the date of the Final Floor Space Commencement Date shall be on March 1, 2013, the date of the Initial Floor Space Commencement Date shall be on July 1, 2012 and the date of the Subsequent Floor Space Commencement Date shall be on September 1, 2012; however, the dates in this paragraph are subject to change should Landlord require to enter the Original Premises earlier than the date intended herein due to Landlord executing a lease with a new tenant and needing to perform construction to the Original Premises. If Tenant misses any, of the Milestones referenced in this Article 3(b), then the Fixed Rent abatements referenced in Article 2(b) and (c) shall no longer be available to Tenant under this Amendment with respect to the specific floor or floors in which the Milestone or Milestones were missedAdditional Costs. (c) If the Tenant requires the Landlord to carry out any material revision work in or supplement to the Premises in addition to the Landlord’s Work is deemed necessary by Landlord(the “Additional Work”), those revisions and supplements shall the Landlord agrees to carry out the Additional Work, then the Tenant’s signature on the documentation evidencing the nature of the Additional Work will be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial completion” as a result conclusive evidence of the Tenant’s agreement to: (i) Tenant’s request for materials, finishes or installations other than Landlord’s standardthe Landlord performing the Additional Work; and (ii) Tenant’s changes pay for the cost of the Additional Work (the “Additional Work Costs”). The Tenant shall pay the Additional Work Costs shall within [*****] days following the date that the Landlord provides the Tenant with an invoice for the Additional Work Costs, but in said plans; (iii) the performance or any case after completion of any work, labor or services by a party employed by Tenant; (iv) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (v) Tenant’s failure to meet any of the Milestones referenced in Article 3(b) above (each, a “Tenant’s Delay”); then the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicable and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of Landlord’s Work is requested by Tenant, then such increased costs associated with such requested change over and above the Landlord Allowance shall be paid by Tenant upfront and such occurrence shall not change the Initial Floor Space Commencement Date, the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Xxxx, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. Notwithstanding anything to the contrary stated in Article 2(b), (c) or Additional Work. (d) aboveIf any changes are made to the Additional Work, then the Initial Floor Space Commencement DateTenant’s signature on the change order, or other documentation evidencing the Subsequent Floor Space Commencement Date, and/or the Final Floor Space Commencement Date, whichever is/are applicablechanges, shall commence on be conclusive evidence of the Tenant’s agreement to: (i) the making such changes, which shall be deemed to form part of the Additional Work; and (ii) pay for the cost of such changes, all of which shall be deemed to form part of the Additional Work. The Tenant shall pay such additional costs within [*****] days following the date that the Initial Floor SpaceLandlord provides the Tenant with an invoice for such costs, the Subsequent Floor Space and/or the Final Floor Space would have been delivered to Tenant but for Tenant’s Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Article 8 in any case after completion of the LeaseAdditional Work.