Common use of Landlord’s Work Clause in Contracts

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 (the “Landlord’s Work”). Landlord shall not be 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 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord shall deliver the Expansion Premises in its “as is” condition as of the date hereof, Landlord or its designated contractor shall install to Tenant in the Expansion 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 those initial improvements specified in final space plans at Landlord’s sole cost and construction and engineering drawings approved by Landlord expense (the “Landlord’s Work”)): (i) re-paint the Premises; and (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 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 expense, perform the following additional work, to be performed by a contractor approved by Landlord (the “Tenant’s Work”): (i) install new doors; (ii) install additional lighting; (iii) install marker wallpaper; and (iv) install additional cabling. Tenant’s Work shall be considered “alterations” for purposes of this Lease and shall be subject to the provisions of Article IX. Landlord shall not be obligated use reasonable efforts 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 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 substantially complete the Landlord’s Work by December 16, 2018. Landlord shall use reasonable efforts to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product notify Tenant, orally or in writing, of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number any circumstances of square feet of rentable area which Landlord is aware that have caused or may cause a delay in the Expansion Premises. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the substantial completion of the Landlord’s Work. Notwithstanding anything to the contrary herein, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions 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. Commencing (a) Landlord, at Landlord’s expense, shall construct the New Premises in substantial conformity with the Expansion Premises in its plan entitled “Option 4”, prepared by ▇▇▇▇▇ Design and dated June 25, 2010, which is attached hereto, made a part hereof and marked as isExhibit “D” 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 (the “Landlord’s Work”). Landlord estimates that Landlord’s Work shall not be obligated Substantially Completed on or about November 30, 2010. Landlord’s Work shall be performed in accordance with generally accepted industry standards and in accordance with all applicable laws. Except for Tenant’s Tele/Data requirement, Landlord, at Landlord’s expense, shall obtain all other licenses and permits necessary to provide any improvements other than perform the Landlord’s Work. Landlord . (b) If any material revision or its contractor supplement to Landlord’s Work is deemed necessary by Landlord, those revisions and supplements shall be available submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. Subject to force majeure, if Landlord shall be delayed in such “Substantial Completion” as reasonably required 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 standard as presented to Tenant throughout in advance; (iii) Tenant’s changes in said plans; (iv) any delay in the design construction process performance or completion of any work, labor or services by a party employed by Tenant; (v) Tenant’s failure to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses approve final plans, working drawings or reflective ceiling plans within the time frame stated by Landlord in its reasonable discretion; or (including a fee equal to 2% of vi) the cost rejection by Plymouth Township of Landlord’s Work for Landlordpermit submission due to any inaccurate information provided by any party employed by Tenant (each, a “Tenant’s construction management services) incurred in connection with Delay”); then the Landlord’s Work to New Premises Commencement Date and the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product payment of (a) Nine and 00/100 dollars ($9.00), multiplied Fixed Rent hereunder shall be accelerated by (b) the number of square feet days of rentable area 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 Expansion Premisesdate from which the Tenant’s Delay has occurred, and Landlord and Tenant shall reasonably cooperate to minimize the period of Tenant’s Delay. Notwithstanding anything herein If any change, revision or supplement 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 scope of the Landlord’s Work (which “soft costs” is requested by Tenant, then such increased costs associated with such change, revision or supplement shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision paid by Tenant upfront 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant occurrence shall not receive any credit, cash or otherwise, for any unused portion of change the Construction Allowance. After plans have been produced as set forth below, Landlord New Premises Commencement Date and shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with alter Tenant’s Authorized Representative and solicit his or her input on obligations under the same, and Lease. (c) Notwithstanding anything to the contrary stated in Article 2(a) above, the Term shall make commence on the selection of such contractor (date the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred New Premises would have been delivered to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Tenant but for Tenant’s Delay. Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions constitutes an Alteration under Article 8 of the Lease.

Landlord’s Work. Commencing The term “Landlord’s Work” shall mean the obligation for Landlord (i) to deliver each Phase Premises to Tenant on the Delivery Date (herein defined) and (ii) to provide Tenant with Building standard blinds for each Phase Premises at Landlord’s cost (which window blinds shall be installed by Tenant as part of the Expansion Initial Tenant Work and not as part 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 its “as is” condition 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 hereofthat Landlord granted Tenant access to the Initial Premises pursuant to that certain License Agreement between them dated as of July ___, 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 2019 (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than the Landlord’s Work. Landlord or its contractor Existing Furniture,” which shall be available conveyed to Tenant pursuant to a separate Bill of Sale in the form attached hereto as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and 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 “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00Schedule C-1), multiplied by and (bii) the number of square feet of rentable area with all Base Building systems serving such Phase Premises in the Expansion Premisesgood working order and condition. Notwithstanding anything herein to the contrary, the Construction Allowance Landlord agrees to and shall be used to fund responsible for removing all existing cabling in each Phase Premises other than the installation of permanent leasehold improvements included existing cabling in the Landlord’s Work, as well as certain “permissible soft costs” directly associated Initial Premises prior to the applicable Term Commencement Date with respect to each Phase Premises other than the preparation and installation Initial Premises. As of the Landlord’s Work Effective Date, 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 (which “soft costs” shall be limited including the Americans with Disabilities Act). To the extent required in order for Tenant to the preparation obtain a certificate of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as occupancy for 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 10% of the 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 belowPhase Premises, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion correct any non- compliance of the Landlord’s WorkCommon Areas with applicable Laws, (b) share except to the bids with extent such non-compliance is triggered by Tenant’s Authorized Representative particular use (and solicit his not just general office use) or her input any improvements performed by or on the same, and (c) shall make the selection behalf of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “BudgetTenant.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with A. Subject to the Expansion Premises provisions of this Exhibit B-1, Landlord, at Landlord’s sole cost and expense, shall obtain all permits and approvals necessary in its “as is” condition as of connection with, and perform, 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 base building work (the “Landlord’s Work”)) as defined in the Base Building Specifications (“Base Building Specifications”) attached hereto as Exhibit B-2. Landlord shall not be obligated Subject to provide any improvements other than the Landlord’s Work. Landlord or its contractor shall be available delays due to Force Majeure (as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% defined in Section 6.1 of the cost of Landlord’s Work for Landlord’s construction management servicesLease) incurred in connection with the Landlord’s Work or attributable to the extent such costs and expenses exceed an allowance a Tenant Delay (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00as hereinafter defined), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred use reasonable efforts to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect substantially complete (as defined below), together with any other costs required to design and complete ) the Landlord’s Work (other than the Unreimburseable Remaining Landlord’s Work (as defined below)) by the Estimated Commencement Date, but Tenant shall have no claim against Landlord for failure so to complete construction of Landlord’s Work) , except as expressly set forth in Section 1.1 below. Landlord shall have the right to immediately cease performance of the Landlord’s Work if an Event of Default occurs for so long as the same remains uncured. Landlord 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 collectively referred to as performed in a good and workmanlike manner substantially in accordance with the “Contract Price.” During design Base Building Specifications and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay accordance with all applicable Legal Requirements. Landlord shall pay one hundred percent (100%) not materially modify or materially vary from the Base Building Specifications without Tenant’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. ▇▇▇▇▇▇▇▇’s tentative schedule for the performance of Landlord’s reasonable estimate Work is attached hereto as Exhibit I. Landlord shall keep Tenant reasonably informed 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 status of Landlord’s estimate of such expensesWork. B. The “Tenant Access Date” shall be defined as the date that Landlord’s Work is sufficiently complete so as to make the Building watertight as reasonably determined by Landlord by written notice to Tenant. In the event of any shortfall between the estimated costs and the actual costs, Landlord shall provide Tenant shall pay for all such costs and expenses with not less than twenty (minus any progress payments made as aforesaid) following substantial completion and within ten (1020) 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 each day thereafter until the Tenant Access Date occurs, the Rent Commencement Date shall be extended by one (1) day, but (i) only to the extent Tenant is actually delayed in the performance of the Tenant’s Work as a result thereof, and (ii) notwithstanding the foregoing, in no 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 receives is only actually delayed in the performance of the Tenant’s Work as a result thereof by five (5) days, then the Rent Commencement Date shall only be delayed by the lesser of (A) five (5) days, and (B) the number of days after May 1, 2016 that Tenant’s Work is not substantially complete. ▇▇ ▇▇▇▇▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.▇▇▇▇▇▇ - Fractyl (FINAL)

Landlord’s Work. Commencing The Premises shall be delivered to Tenant (i) with Landlord’s Work substantially completed in accordance with the Expansion Premises Core and Shell Plans attached hereto as Exhibit C and the Building Shell Description and Definition attached hereto as Exhibit C-1 and with all Building systems included in its “Landlord’s Work in good working order, and (ii) except as is” otherwise expressly set forth herein, without any representation or warranty by or from Landlord as to the condition as of the date hereofPremises, Landlord or its designated contractor shall install the habitability of the Premises, the fitness of the Premises for the Permitted Use and/or the conduct of Tenant’s business in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (Premises, or the zoning of the Premises. The existence of any “Landlord’s Work”). Landlord punchlist”-type items shall not be obligated to provide any improvements other than postpone the LandlordCommencement Date of this Lease. If Tenant or Tenant’s Work. Landlord employees, agents or its contractor shall be available as reasonably required by Tenant throughout the design contractors cause construction process to provide Tenant with budgeting and 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 “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. Notwithstanding anything herein to the contrarybe delayed, the Construction Allowance Commencement Date shall be used to fund the installation of permanent leasehold improvements included in date that, 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) opinion of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on architect or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costsspace planner, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within would have occurred if such delays had not taken place. 2.2.1. Within ten (10) days after Landlord delivers the Premises to Tenant receives with Landlord’s Work substantially completed, Tenant and Landlord will conduct a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions joint walk-through inspection of the LeasePremises and Landlord’s Work to create an agreed upon list specifying those decoration and other punch-list items which require completion, which items Landlord will thereafter diligently complete at Landlord’s sole cost and expense within thirty (30) days after mutual agreement of said punch-list or as soon thereafter as reasonably practicable.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as of the date hereof(a) Landlord shall construct and do such other work (collectively, 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 (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 obligated applied to provide 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 improvements other than 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. Landlord or its contractor , the New Building and the New Premises shall be available delivered to Tenant with the “Base Building Conditions” as reasonably required 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 throughout on February 29, 2012); (ii) Tenant shall approve preliminary plans for the design construction process 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 provide Tenant with budgeting of such new lease for the Original Premises; (iii) Tenant shall approve permitted plans for the Initial Floor Space by March 15, 2012 and value engineering assistancepermitted 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 shall pay all costs understands and expenses (including acknowledges that its compliance with the Tele/Data requirements as set forth on Exhibit “D”, attached hereto is a fee equal prerequisite to 2% of the cost substantial completion of Landlord’s Work for Landlord’s construction management services) incurred 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 connection good faith with the Landlord’s Work 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 extent such costs 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 expenses exceed an allowance (the “Construction Allowance”) equal 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 product Original Premises. If Tenant misses any, of (a) Nine and 00/100 dollars ($9.00the Milestones referenced in this Article 3(b), multiplied by (bthen the Fixed Rent abatements referenced in Article 2(b) the number of square feet of rentable area in the Expansion Premises. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make no longer be available to Tenant under this Amendment with respect to the selection of such contractor specific floor or floors in which the Milestone or Milestones were missed. (the “Contractor”c) based upon price, schedule and expected value, and the selected bid price shall be referred If any material revision or supplement to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the 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 the Unreimburseable Landlord’s Workstandard; (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 collectively referred accelerated by the number of days of such delay. If any change, revision or supplement to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) scope of Landlord’s reasonable estimate of those Work is requested by Tenant, then such increased costs associated with such requested change over and expenses (if any) which exceed above the Construction Landlord Allowance on or before shall be paid by Tenant upfront and such occurrence shall not change the tenth (10th) day after Initial Floor Space Commencement Date, the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In Subsequent Floor Space Commencement Date, and/or the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 Final Floor Space Commencement ▇▇▇▇ therefor▇, whichever is/are applicable, and shall not alter Tenant’s obligations under the Lease. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject Notwithstanding anything to the provisions 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. Commencing with Prior to the Expansion Premises in its “as is” condition as execution of the date hereofLease, Landlord or its designated contractor shall install in and Tenant have approved the Expansion detailed description of base, shell and core work for the Phase I Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord Phase II Premises attached hereto as Exhibit B-1 (the “Landlord’s WorkBase, Shell and Core Description”). Based upon and in conformity with the Base Shell and Core Description, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the Phase I Work (the “Base Building Working Drawings”) by no later than June 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be 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 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 “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. 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)unreasonably withheld; provided, however, that in no event shall Tenant be permitted may only disapprove the Base Building Working Drawings to apply an amount in excess of 10% of the total Construction Allowance towards extent such permissible soft costsBase Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant shall not receive to rectify any creditinconsistencies with the Base, cash or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth belowShell and Core Description are timely and properly proposed by Tenant, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors cause its architect and engineers to revise the Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase I Work”. Based upon and in conformity with the Base, Shell and Core Description, Landlord shall cause its architect and engineers, at Landlord’s sole cost and expense, to prepare and deliver to Tenant, for Tenant’s approval, detailed specifications and engineered working drawings in CAD format, which shall include, without limitation, ADA path of travel, restroom locations and counts, exit lighting plans for the completion Phase II Work (the “Phase II Base Building Working Drawings”) by no later than October 1, 2019. Within seven (7) days after Tenant’s and Landlord’s receipt of the Phase II Base Building Working Drawings, Tenant and Landlord shall approve or disapprove the same, which approval shall not be unreasonably withheld; provided, however, that Tenant may only disapprove the Phase II Base Building Working Drawings to the extent such Phase II Base Building Working Drawings are inconsistent with the Base, Shell and Core Description and only if Tenant delivers notice thereof to Landlord within such seven (7) day period. If any specific changes proposed by Tenant to rectify any inconsistencies with the Base, Shell and Core Description are timely and properly proposed by Tenant, Landlord shall cause its architect and engineers to revise the Phase II Base Building Working Drawings to incorporate such revisions and submit the same for Tenant’s approval in accordance with the foregoing provisions, and the parties shall follow the foregoing procedures for approving the Phase II Base Building Working Drawings until the same are finally approved by Landlord and Tenant. Upon Landlord’s and Tenant’s approval of the Phase II Base Building Working Drawings, the same shall be referred to as the “Approved Working Drawings for Landlord’s Phase II Work”. The improvements shown on the Approved Working Drawings for Landlord’s Phase I Work and the Approved Working Drawings for Landlord’s Phase II Work are hereby collectively referred to as “Landlord’s Work, (b) share the bids with Tenant”. The Approved Working Drawings for Landlord’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, Phase I Work and the selected bid price shall be Approved Working Drawings for Landlord’s Phase II Work are sometimes collectively referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Working Drawings for Landlord’s Work) shall be collectively referred to as the “Contract Price”.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord will make certain improvements to 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 (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. Landlord shall not be 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost As noted in Schedule 1, certain items of Landlord’s Work for Landlord’s construction management services) incurred in connection with shall be performed at the cost and expense of Landlord and certain items of Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation performed by Landlord and Tenant shall reimburse Landlord therefor upon demand. Should said Plan or any part 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 require the preparation or development of architectural drawingsadditional plans or specifications, 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 10% of the total Construction Allowance towards such permissible soft costs. then 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 shall five (a5) solicit bids business days from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share submission of such additional plans or specifications to Tenant to approve or disapprove the bids with same. Tenant’s Authorized Representative and solicit his failure to so approve or her input on the same, and disapprove within such five (c5) business day period shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect constitute a Tenant Delay (as defined below)herein) and, together with any other costs required to design and complete the at Landlord’s Work (other than election, be deemed ▇▇▇▇▇▇’s approval thereof. Tenant’s disapproval of such plans and specifications shall specifically identify the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay nature of such disapproval. Landlord shall pay one hundred percent (100%) of Landlordthen have such plans and specifications amended to incorporate those items specified in Tenant’s reasonable estimate of those costs and expenses (if any) disapproval to which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇▇▇▇▇ thereforagrees. All amounts payable 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 on Schedule 1 attached hereto except pursuant to this Exhibit by Tenant Section 4 below. Upon approval, or deemed approval, of such additional plans and specifications the same shall be considered Additional Rent deemed the “Plan” for the purposes of this Work Letter. Landlord shall perform Landlord’s Work using building standard materials, quantities and are subject to procedures then in use by Landlord. Landlord’s Work shall specifically exclude (i) the provisions installation of the Leasefurniture and (ii) any work included in Tenant’s Work.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as Landlord shall perform all of the date hereof, work required to be performed by Landlord or its designated contractor shall install for and in the Expansion Premises those initial improvements specified in final space plans pursuant to the terms and construction and engineering drawings approved by Landlord conditions of Exhibit "B" (the “herein called "Landlord’s Work”"). Landlord shall not be obligated to provide any improvements other than With 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% exception only 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 “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. 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, Landlord shall have no obligation to construct any buildings, improvements or alterations, or to extend or provide any services (including without limitation utility services) on or to the Premises or to or for the benefit of Tenant, or to make any repairs or replacements to the Premises; and Landlord makes no warranty concerning the Premises or Landlord’s Work, including without limitation any warranties of merchantability, habitability, fitness or any other condition thereof for any particular purpose. Notwithstanding the foregoing, Landlord warrants to Tenant that at the time the Premises is delivered to Tenant, the Building’s mechanical systems, including plumbing, sprinkler, electrical and HVAC units serving the Premises, shall be in good operating condition. So long as well as certain “permissible soft costs” directly associated Tenant complies with its maintenance and repair obligations under this Lease (including maintaining a maintenance contract for the preparation heating, ventilating, and installation air conditioning system serving the Premises), Landlord shall warranty the Building’s mechanical systems for a period of one (1) year from the date of delivery of the Premises to Tenant (the “Guaranty Period”), and upon written notice of any repair or defect during the Guaranty Period by Tenant, the Landlord shall have such defect or deficiency repaired at 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)expense; provided, however, that if such defect is due to Tenant’s or Tenant’s agents, employees’ or contractors’ actions or alterations, including failure to enter into a preventative maintenance/service contract described in no event Section 6.2, then Tenant, at its sole expense, shall Tenant be permitted responsible for such repair. Notwithstanding anything to apply an amount the contrary contained in excess of 10% of the 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 belowthis Lease, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors be liable in any manner to Tenant for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his damages 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required claim resulting from failure to design and complete deliver the Premises or for any delay in commencing or completing Landlord’s Work or any other work Landlord is to perform or is authorized by Tenant to perform under this Lease with respect to the Premises, and Tenant hereby waives all such liability. By taking possession of the Premises, and except for (i) any unperformed punch-list items previously accepted by the Landlord in writing, (ii) such other than the Unreimburseable deficiencies as Tenant may otherwise specify in writing to Landlord prior to Tenant’s opening for business and (iii) Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowanceother express obligations under this Lease, Tenant shall pay be deemed to have acknowledged that all work required to be performed in connection with the Premises and any and all obligations to be performed by Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on or before before, or as conditions to, the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions opening of the LeasePremises have been fully performed.

Landlord’s Work. Commencing Landlord has agreed to make the following improvements to the Building: (a) 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 not currently comply with the Expansion Premises in its “as is” condition as of the date hereof, Landlord building 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 fire code (the “Landlord’s Work”). 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 building or fire code as of the date of this Amendment and not caused by Tenant, then Landlord acknowledges and agrees that Landlord shall not be obligated responsible, at its own cost and expense, for promptly curing such noncompliance Landlord shall use “building standard” materials applicable to provide any improvements other than the Landlord’s WorkProject. Landlord or its contractor shall be available as reasonably required Any upgrades requested by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for Landlordbeyond “building standard” shall be at Tenant’s construction management services) incurred in connection sole cost and expense, chargeable to Tenant as additional rent. In no event may Tenant interfere with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product pace or performance of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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, or cause any delay to the construction schedule. Additional costs to Landlord resulting from such interference and delay shall be payable by Tenant as well as certain “permissible soft costs” directly associated additional rent. The provisions of this Paragraph 5 shall supersede any other improvement allowances (except the Allowance described in Paragraph 4 of this Amendment), Landlord build-out obligations, and reimbursements previously set forth in the Lease, Landlord’s performance obligations having been satisfied with respect thereto. Landlord shall be responsible for ensuring that the Common Areas comply with the preparation and installation requirements of Title III of the Landlord’s Work Americans with Disabilities Act of 1990 (which “soft costs” shall be limited to the preparation of architectural drawings42 U.S.C. 12181, permitting feeset seq., engineering fees, supervision The Provisions Governing Public Accommodations and labor charges (if shown as a component of the general conditions on the general contractor invoice) and temporary utilities consumed during constructionServices Operated by Private Entities); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 valueall regulations promulgated thereunder, and the selected bid price shall be referred to herein as the “Budget.” The Budgetall amendments, together with the price estimates from the Approved Architect (as defined below)revisions or modifications thereto now or hereafter adopted or in effect in connection therewith, together with or any other costs required to design and complete the Landlord’s Work similar Laws (other than the Unreimburseable Landlord’s Work) shall be hereinafter collectively referred to as the “Contract Price.” During design ADA”), and construction, to take such actions and make such alterations and improvements as are necessary for such compliance. The cost of such compliance shall be included in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions Operating Expenses of the LeaseProject.

Landlord’s Work. Commencing with (A) Landlord, at its sole cost and expense, shall perform Landlord’s Work in the Expansion 20th Floor Premises in its “as is” condition as and 21st Floor Premises. In the event Landlord shall be unable to deliver possession of the date hereof20th Floor Premises or 21st Floor Premises to Tenant on the 20th and 21st Floor Anticipated Commencement Date with Landlord’s Work substantially completed, then (x) Landlord shall not be subject to any liability for such failure, and (y) the Lease, as modified by this Agreement, shall remain in full force and effect without extension of the Term with respect to the 20th Floor Premises or its designated contractor 21st Floor Premises and, subject to the provisions of sub-paragraph (C) below, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent with respect to the 20th Floor Premises and 21st Floor Premises shall install not commence until Landlord’s Work in the Expansion 20th Floor Premises those initial improvements specified and 21st Floor Premises has been substantially completed and the dates set forth in final space plans Exhibit C-1 and construction C-2 hereof setting forth the rates of Fixed Annual Rent payable on account of the 20th Floor Premises and engineering drawings approved 21st Floor Premises shall be adjusted forward on a day for day basis if and to the extent necessary to correspond to the actual 20th and 21st Floor Premises Commencement Date, as applicable. The foregoing notwithstanding, (1) if the 20th and 21st Floor Premises Commencement Date has not occurred by Landlord September 1, 2017 for any reason, and provided such delay is not due to any “Tenant Delay” or “Force Majeure” (as such quoted terms are hereinafter defined), then once the “Landlord20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one-half of one day’s Work”Fixed Annual Rent for each day from and after September 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly) and (2) if the 20th and 21st Floor Premises Commencement Date has not occurred by October 1, 2017 for any reason, and provided such delay is not due to any Tenant Delay or Force Majeure, then once the 20th and 21st Floor Commencement Date actually occurs, Tenant shall receive an abatement of Fixed Annual Rent with respect to the 20th Floor Premises and 21st Floor Premises equal to one day’s Fixed Annual Rent for each day from and after October 1, 2017 until the 20th and 21st Floor Premises Commencement Date (and as applied to the 21st Floor Premises, the period that Tenant does not pay Fixed Annual Rent shall be extended accordingly). Landlord shall not be obligated subject to provide any improvements other than the Landlord’s Work. Landlord additional liability for penalties or its contractor shall be available as reasonably required by Tenant throughout the design construction process damages for failure to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of substantially complete Landlord’s Work for Landlordby the 20th and 21st Floor Anticipated Commencement Date or any other date and the remedies set forth herein shall constitute Tenant’s construction management services) incurred in connection with the Landlord’s Work sole remedies therefor. The provisions of this Article are intended to the extent such costs and expenses exceed constitute an allowance (the “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. Notwithstanding anything herein express provision to the contrary, ” within the Construction Allowance shall be used to fund the installation meaning of permanent leasehold improvements included in the Landlord’s Work, as well as certain “permissible soft costs” directly associated with the preparation and installation Section 223(a) 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “BudgetNew York Real Property Law.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with the Expansion Premises in (a) Landlord, through its “as is” condition as of the date hereofindependent designated contractor, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans the Approved Tenant Space Plan and construction and engineering drawings approved by Landlord Final Construction Drawings (collectively with any subsequent modifications or additions, hereinafter referred to as the “Landlord’s Work”). All Landlord’s Work shall be subject to a competitive bid process and fully transparent to Tenant and Tenant’s Representative. Prior to Landlord’s engagement of a General Contractor, Landlord and Tenant shall mutually agree on a final approved construction budget and key delivery dates. Except as set forth in this Exhibit “C”, Landlord shall not be obligated have any obligation whatsoever with respect to provide any improvements other than the Landlordfinishing of the Premises for Tenant’s Work. Landlord or its contractor use and occupancy, and the Premises shall be available as reasonably required by delivered containing no improvements or property of any kind; provided, however, Landlord shall deliver possession of the Premises to Tenant throughout on the design construction process to provide Tenant Lease Commencement Date with budgeting all mechanical, electrical and value engineering assistanceplumbing systems serving the Premises in good working order and condition. Tenant shall pay all costs and expenses (including a construction management fee equal to in the amount of two percent (2% %) of the total cost of Landlord’s Work the initial buildout less any costs that Tenant has contracted directly for Landlord’s construction management services) such as project management, design, furniture, wiring and cabling, etc.), incurred in connection with the Landlord’s Work Leasehold Improvements to the extent such costs and expenses (including, without limitation, all soft costs of the improvements, such as architects’ and consultants’ fees, voice and cabling costs) exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine Forty and 00/100 dollars Dollars ($9.0040.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to After the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in has been expended towards the Landlord’s Work, Tenant shall reimburse Landlord on a monthly basis, as well as certain “permissible soft costs” directly associated work is completed in conformity with Landlord’s contract with the preparation general contractor. Landlord agrees to provide Tenant with monthly anticipated cost reports which shall include trade schedules. Tenant shall pay all such costs and installation expenses within ten (10) days after receipt of Landlord’s invoice therefore. All amounts payable pursuant to this Exhibit by Tenant shall be considered additional rent and are subject to the provisions 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 10% of the total Construction Allowance towards such permissible soft costsLease. Tenant shall not receive any credit, cash or otherwise, for any unused portion of the Construction Allowance that is not used by the Lease Commencement Date. (b) In addition to the Allowance. After plans have been produced as set forth below, Landlord shall provide Tenant with a “Test-Fit Allowance” of up to Three Thousand Nine Hundred Ninety-Three and 70/100 Dollars (a) solicit bids from not less than two (2) qualified general contractors for $3,993.70), to be applied toward the completion cost of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions initial test-fitting of the LeasePremises.

Landlord’s Work. Commencing with Landlord shall, at Landlord’s sole cost and expense (without application of Landlord’s Allowance, as defined below) perform 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 work set forth on attached Exhibit D (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than As provided in Paragraph 4.a. above, 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost portion of Landlord’s Work for Landlord’s construction management services) incurred in connection with identified on Exhibit D as the “Pre-Delivery Work” shall be performed by Landlord prior to Delivery. The portion of Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements that is not included in the Landlord’s “Pre-Delivery Work, ” is either “Overlap Work” (as well as certain “permissible soft costs” directly associated defined in Exhibit D) which shall be performed by Landlord concurrently with the preparation and installation construction of the Tenant Improvements by Tenant’s Contractor (as defined below) or is “Post-Occupancy Work” (as defined in Exhibit D) which will be completed by Landlord at a later date in accordance with Exhibit D. The general contractor performing Landlord’s Work (is referred to hereinafter as “Landlord’s Contractor.” The period during which “soft costs” shall be limited to the preparation of architectural drawingsPre-Delivery Work and the Overlap Work are being performed, permitting fees, engineering fees, supervision and labor charges (if shown as a component of which period expires upon 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the substantial completion of the Landlord’s Overlap Work, (b) share the 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 selected bid price shall be is referred to herein as the “Budget.” The BudgetConstruction Period”. If substantial completion of the Overlap Work is delayed beyond May 1, together with the price estimates 2012, due to delays resulting from the Approved Architect act or failure to act of Tenant or Tenant’s Contractor (as defined below)a “Tenant Caused Overlap Work Delay”) then, together with any other costs required for each day beyond May 1, 2012, that the Overlap Work is not substantially completed due to design and complete the Landlord’s Tenant Caused Overlap Work Delay, Tenant shall pay to Landlord a penalty equal to one (other than 1) day of Monthly Rent at the Unreimburseable Landlord’s Work) shall be collectively referred to as rate in effect under Paragraph 2.c. above for the “Contract Price.” During design and constructionThird Lease Year. Notwithstanding the foregoing, in the event any act or omission of Tenant or Tenant’s Contractor, in Landlord’s reasonable determination, constitutes a Tenant Caused Overlap Work Delay, Landlord will, promptly after determining that the Contract Price exceeds act or omission will create a Tenant Caused Overlap Work Delay, deliver notice to Tenant specifying the Construction Allowanceaction or omission in question, and if Tenant cures such action or omission within five (5) Business Days following a receipt of such notice, no Tenant Caused Overlap Work Delay shall pay be deemed to have occurred. Further, in any event, Landlord shall pay one hundred percent will use reasonable efforts, without additional cost to Landlord unless Tenant agrees in writing to reimburse Landlord for such costs, to mitigate the effects of any Tenant Caused Overlap Work Delay. If and to the extent the Landlord reasonably incurs a net increased cost (100%taking into account any cost saving Tenant might have facilitated by its actions) in the performance of Landlord’s Work as a direct result of any Tenant Caused Overlap Work Delay (as reasonably evidenced by Landlord, with supporting documentation), Tenant will be responsible for such reasonable estimate of those increased costs and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate Allowance will be decreased by the amount of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasereasonable increased cost.

Landlord’s Work. Commencing with Landlord shall complete the Expansion Premises in its “Shell Improvements and Site Improvements as is” condition as of the date hereof, Landlord or its designated contractor shall install further set forth in the Expansion Premises those initial improvements specified Lease and in final space plans and construction and engineering drawings approved by Landlord (Exhibit E attached to the “Landlord’s Work”)Lease. Landlord shall also construct, in conjunction with the Shell Improvements and at Tenant’s option upon written notice from Tenant to Landlord, those certain improvements described on Exhibit E-1.Tenant shall notify Landlord as to whether it desires any or all of such improvements on Exhibit E-1 within five (5) business days after receipt of written request from Landlord. Such improvements are not be 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost part of Landlord’s Work and shall be constructed at Tenant’s expense. Tenant must timely respond, within five (5) business days, to requests for Landlord’s construction management services) incurred in connection with the Landlord’s Work information related to Exhibit E-1. To the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal Tenant’s election to the product of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area have Landlord construct all or any improvements described in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included Exhibit E-1 cause a delay 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” then such delays shall be limited considered a Tenant Delay. Tenant may apply the Construction Allowance to all costs incurred in constructing the improvements set forth on Exhibit E-1. Except as set forth in the Lease, Exhibit E, Exhibit E-1, and herein, Landlord shall have no other obligations to construct any improvements 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 10% of the total Construction Allowance towards such permissible soft costsPremises or Project. Tenant shall not receive any credit, cash or otherwise, be responsible for any unused portion of the Construction AllowanceTenant Improvements within the Premises. After plans have been produced as set forth below, The Shell Improvements and Site Improvements shall be constructed in a good and workmanlike manner and in accordance with all Applicable Laws. Landlord shall (a) solicit bids from not less than two (2) qualified general contractors be responsible for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with remedying any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, latent defects in the event that Shell Improvements or Site Improvements following notification from Tenant received in writing within one year following the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeaseProject Completion Milestone Date.

Landlord’s Work. Commencing with Subject to Landlord’s Contribution (as hereinafter defined), Landlord shall prepare the Expansion Premises in its “as is” condition as of for occupancy by Tenant and perform 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 work described on Exhibit B-First Amendment attached to this First Amendment (the “Landlord’s Work”), using Building standard materials, methods, and finishes comparable to the materials and finishes in the Existing Premises, and in compliance with Landlord’s Plans (as such term is defined below). Promptly after the Execution Date, Landlord shall not engage DBA-W Architects as the architect (the “Architect”), to prepare final construction documents (“Landlord’s Plans”) for Landlord’s Work, which shall include detailed architectural drawings and specifications, including mechanical, electrical and plumbing (“MEP”) drawings to the extent any portion of Landlord’s Work consists of MEP work. Landlord’s Plans with respect to the Expansion Premises shall be obligated submitted to provide any improvements other Tenant for its approval by no later than December 31, 2014 (the “Plan Delivery Date”). From the Execution Date until the Plan Delivery Date, Landlord and Tenant shall work together on the design of the renovations to the Expansion Premises consistent with the scope of Landlord’s Work. Landlord Tenant’s approval of Landlord’s Plans shall not be unreasonably withheld, conditioned, or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistancedelayed. Tenant shall pay respond to any written request from Landlord, the Architect, Landlord’s contractor and/or Landlord’s construction representative for approvals or information in connection with Landlord’s Work within five (5) business days after Tenant’s receipt of such written request. Failure by Tenant to approve or disapprove in writing any submission of Landlord’s Plans or respond in writing to any requests for approval of Landlord’s Plans within (i) three (3) business days after the initial submission and (ii) two (2) business days after any subsequent submission shall constitute Tenant’s approval of such submission. Landlord shall use good faith efforts to respond to any written request for information from Tenant or any request for consent in connection with Landlord’s Work within five (5) business days after Landlord’s receipt of such written request. Landlord shall request bids for the construction of Landlord’s Work from at least three (3) general contractors reasonably acceptable to both Landlord and Tenant. Landlord shall obtain such bids within twenty (20) business days after the Landlord’s Plans are sufficiently completed for construction bidding. Tenant shall have the right to review all costs bids within three (3) business days after receipt thereof. Landlord agrees to select the lowest qualified bid unless Landlord reasonably determines to select another bid based on projected delivery dates, in which event Landlord shall share such reason with Tenant. If Tenant reasonably determines that the bid selected by Landlord is higher than is reasonably acceptable to Tenant, then Tenant shall have a one-time right to give request changes to Landlord’s Work. In order to exercise such one-time right to request changes to Landlord’s Work in order to reduce the Cost of Landlord’s Work, Tenant shall, on or before the date three (3) business days after Tenant receives Landlord’s notice to Tenant of the bid selected by Landlord, give written notice to Landlord specifying the changes in Landlord’s Work requested by Tenant. Such changes shall be subject to Landlord’s prior written approval (which approval shall not be unreasonably withheld, conditioned, or delayed). Based upon the revised plans for Landlord’s Work, based upon the changes requested by Tenant, as approved by Landlord, as aforesaid, Landlord shall again request bids for the construction of Landlord’s Work from at least three (3) general contractors reasonably acceptable to both Landlord and expenses Tenant. Tenant shall have the right to review the revised bids within three (including a fee equal 3) business days after receipt thereof. Landlord agrees to 2% select the lowest qualified bid unless Landlord reasonably determines to select another bid, in which event Landlord shall share such reason with Tenant. For the purposes of this Section 3: (i) if the cost of Landlord’s Work for Landlorddescribed in the bid selected by Landlord is equal to, or less than, the Landlord Contribution (the “Maximum Amount”), then “Tenant’s construction management servicesShare” shall be 0%, and (ii) incurred in connection with if the cost of such Landlord’s Work to is greater than the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00)Maximum Amount, multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrarythen Tenant’s Share shall be a fraction, the Construction Allowance shall be used to fund numerator of which is the installation amount by which the total cost of permanent leasehold improvements included in such Landlord’s Work exceeds the Maximum Amount, and the denominator of which is the total cost of such Landlord’s Work. If the cost of Landlord’s Work described in the bid selected by Landlord exceeds the Maximum Amount (such amount exceeding the Maximum Amount being herein referred to as the “Excess Costs”), as well as certain “permissible soft costs” directly associated with the preparation and installation Tenant shall pay Tenant’s Share of Excess Costs to Landlord prior to commencement of the Landlord’s Work and any delay in such payment shall be deemed a Tenant Delay. Any Excess Costs not expended by Landlord shall be promptly refunded to Tenant, or credited against the next payment of Rent, following Landlord’s final payment to the general contractor. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes an event of default under the Lease Landlord shall complete Landlord’s Work in a good and workmanlike manner in accordance with Landlord’s Plans and in compliance with all applicable laws. Tenant agrees that Landlord may make any changes in Landlord’s Work from that shown on Landlord’s Plans, the necessity or desirability of which becomes apparent following approval of Landlord’s Plans, upon prior written notice to Tenant for non-substantial changes (which “soft costs” approval shall not be unreasonably withheld, conditioned, or delayed) and with the approval of Tenant for substantial changes (which approval 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 constructionin Tenant’s reasonable discretion); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of have the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred right to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the request changes in Landlord’s Work (other than the Unreimburseable a “Change Order”) provided that: (x) any changes shall be subject to Landlord’s Workprior written consent, which consent shall not be unreasonably withheld or delayed, (y) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) any increase in cost associated with such change within 5 business days of Landlord’s reasonable estimate of those costs consent to such Change Order, and expenses (if anyz) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of any delay arising from any such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant changes shall be considered Additional Rent and are subject deemed to the provisions of the Leasebe a Tenant Delay.

Landlord’s Work. Commencing 1.1 Landlord shall, at its sole cost and expense (including, without limitation, any costs in connection with space planning for the core and shell of the Building, construction and permits), (i) install site improvements on the Real Property substantially in accordance with the Expansion general layout depicted on Exhibit H attached to the Lease and (ii) construct the Building and complete certain base building improvements at the Premises in its “to prepare the same for Tenant’s occupancy as is” condition more particularly described on Exhibit A attached to this Work Letter, which improvements are hereinafter referred to 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 (the “Landlord’s Work”). .” The Landlord shall not be obligated have the right 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 make changes and modifications to provide Tenant with budgeting and 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 during construction if required by building codes or Applicable Legal Requirements subject to the extent such costs Tenant’s prior reasonable approval. Landlord shall complete the Landlord’s Work in a good and expenses exceed an allowance workmanlike manner in accordance with all Applicable Legal Requirements, and in accordance with final plans and specifications to be agreed upon by the parties pursuant to the terms of this Work Letter, subject to any “Force Majeure Delays” (as defined in Section 3.10 below) and any “Tenant Delays” (as defined in Section 1.6.3 below), in accordance with the construction schedule attached hereto as Exhibit E (the “Construction AllowanceSchedule”) equal ). 1.2 The parties hereby acknowledge and approve the preliminary site plan attached hereto as Exhibit F, and the specifications attached hereto as Exhibit A, each of which have been prepared by the Landlord and submitted to the product Tenant (collectively, the “Preliminary Plans and Specifications”). 1.3 Within thirty (30) days following the execution of the Lease, Landlord shall produce and submit to Tenant a complete set of construction plans and specifications (a) Nine and 00/100 dollars ($9.00“Construction Drawings”), multiplied by including architectural, structural, mechanical and electrical drawings, technical drawings, schedules, diagrams and specifications (b) which may be submitted separately, provided each are submitted within said 30 day period), all in sufficient detail to allow for the number of square feet of rentable area in the Expansion Premises. 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 construction of the Landlord’s Work (which “soft costs” in accordance therewith. Such Construction Drawings shall be limited to consistent with the preparation of architectural drawings, permitting fees, engineering fees, supervision Preliminary Plans and labor charges Specifications. 1.4 Tenant shall then have fifteen (if shown as a component 15) business days following its receipt of the general conditions Construction Drawings in which to determine whether the Construction Drawings are consistent with the Preliminary Plans and Specifications and to approve or disapprove of the same on the general contractor invoicebasis thereof. Any notice of disapproval sent by Tenant shall set forth in detail Tenant’s reasons for determining that the subject Construction Drawings are not consistent with the Preliminary Plans and Specifications. If Tenant shall notify Landlord within said fifteen (15) and temporary utilities consumed during construction); provided, however, that in no event shall Tenant be permitted to apply an amount in excess business day period of 10% its disapproval of the total Construction Allowance towards Drawings, Landlord shall promptly revise said Construction Drawings in accordance with such permissible soft costscomments and shall submit the revised documents to Tenant. Tenant shall not receive any credit, cash then have an additional period of fifteen (15) business days in which to approve or otherwise, for any unused portion disapprove of the revised Construction Drawings in accordance with the procedure outlined above. If Tenant fails to give notice within the applicable fifteen (15) business day period that it disapproves of the Construction Allowance. After plans Drawings or any revisions thereto submitted by Landlord, said Construction Drawings shall be deemed to have been produced as set forth belowapproved. Upon Tenant’s approval or deemed approval, Landlord such Construction Drawings shall (a) solicit bids from constitute the “Final Plans and Specifications.” Tenant agrees that it will not less than two (2) qualified general contractors for the completion withhold its approval to any of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative plans 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable specifications submitted pursuant to this Exhibit by Section 1.4 except for just and reasonable cause and will not act in an arbitrary or capricious manner with respect to the approval of the same. 1.5 From and after the approval of the Final Plans and Specifications, upon the request of Landlord to amend the Final Plans and Specifications or the request of Tenant with respect to a Change Order, the other party hereto shall accept or reject such request within five (5) business days thereof, and a failure to respond within said 5 business day period shall be considered Additional Rent and are subject to the provisions deemed an approval of the Leasesuch a request.

Landlord’s Work. Commencing with the Expansion Premises in Landlord, through its “as is” condition as of the date hereofindependent designated contractor, Landlord or its designated contractor shall install in the Expansion New Premises those initial improvements specified in final space plans the Approved Space Plan and construction Final Construction Drawings including any work required to comply with any and engineering drawings approved by Landlord all building codes and regulations governing such improvements (the collectively with any subsequent modifications or additions, “Landlord’s Work”). Landlord shall obtain competitive bids, solicited from at least three (3) general contractors to perform Landlord’s work and Landlord shall select the general contractor (the “General Contractor”) perform Landlord’s Work based on such competitive bids. Landlord shall not be obligated to provide any improvements improvements, and the New Premises shall be delivered containing no property of any kind, 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 value engineering assistance. Tenant shall pay all costs and expenses (including a construction management fee equal to 2% in the amount of five percent (5%) of the total cost of Landlord’s Work for Landlord’s construction management services) the initial buildout), incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars One Hundred Dollars ($9.00), multiplied by (b100.00) the number of per square feet of rentable area in the Expansion Premises. 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 foot of the New Premises towards Landlord’s Work for a maximum Allowance of One Million One Hundred Ninety Thousand Dollars (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$1,190,000.00); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred fifty percent (10050%) of Landlord’s 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 of Landlord’s contractor’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all the remainder of such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and estimate within ten (10) days after Tenant’s receipt of a notice stating that Landlord’s Work are fifty percent (50%) complete, as reasonably determined by Landlord. Tenant shall pay the remainder of the actual costs and expenses in excess of the Allowance when Landlord’s Work is substantially complete and Tenant receives a ▇▇▇▇ therefortherefor along with reasonably satisfactory backup documentation evidencing such costs and expenses. Tenant shall pay such ▇▇▇▇, if any, within thirty (30) days after Tenant’s receipt thereof and such backup information. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent additional rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord will make certain improvements to 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 New Space (the “Landlord’s Work”)) as set forth on that certain space plan (the “Plan”) attached hereto as Schedule 1 and previously approved by Tenant. Landlord shall not be obligated to provide Should said Plan or 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost part of Landlord’s Work for require the preparation or development of additional plans or specifications, then Tenant shall have five (5) business days from Landlord’s construction management servicessubmission 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) incurred 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 connection with 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 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’s Work to the extent such costs and expenses exceed an allowance (the “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. 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive include furniture, fixtures, equipment, wiring or cabling for phone or data, any credit, cash new supplemental cooling or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his specialty equipment 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 selected bid price shall be referred to herein as the “Budgetappliances.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with (a) Landlord shall perform Landlord’s Work by the Expansion Premises in its “as is” condition as applicable Target Commencement Date for each Phase of the date hereof, Landlord or its designated contractor Premises. The cost to perform Landlord’s Work shall install in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved be borne solely by Landlord (the “Landlord’s Work”). Landlord and shall not be obligated charged against the Improvement Allowance (as defined below). Any and all work necessary to provide improve the Premises for the purposes of Tenant’s initial occupancy thereof not expressly included in Landlord’s Work shall be the responsibility of Tenant, at its sole cost and expense (subject to reimbursement from the Improvement Allowance). If, after 30 days’ prior written notice from Tenant, Landlord does not substantially complete the Landlord Work on or before the requisite dates for any improvements reason (other than delays caused by Tenant or by reason of any force majeure event), then Tenant may itself perform or cause to be performed the Work using, at Tenant's election, either Landlord's general contractor or a general contractor selected by Tenant. The cost to reimburse Tenant for the performance of Landlord’s Work shall be deemed to be a corresponding increase in the Improvement Allowance for all of the purposes of this Work Agreement. (b) Tenant may elect to make certain upgrades to the Building’s lobby subject to Landlord’s reasonable approval, in which case Landlord shall reimburse Tenant for fifty percent (50%) of such improvement costs up to a maximum contribution from Landlord of $250,000.00, on a pari passu basis, provided that such election must occur on or before December 31, 2018, and provided Tenant may only perform such upgrades either (i) in connection with the performance of the Tenant Improvements for Phase II of the Premises, in which case the performance of such improvements shall not materially interfere with ingress and egress to and from the Building lobby by any existing occupants of the Building, or (ii) in connection with the performance of the Tenant Improvements for Phase III of the Premises. (c) Landlord may unilaterally select a general contractor acceptable to Landlord for the construction of Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout may perform Landlord’s Work concurrently with the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost Tenant Improvements, independently of Tenant. Without limiting the generality of the foregoing, Landlord may engage Tenant’s Contractor to perform Landlord’s Work under a direct contract with Landlord and with a construction schedule that is incorporated into the Construction Schedule for the Tenant Improvements. At all times, Landlord shall keep the Premises free of Landlord’s Work for contractors and equipment (except to the extent that Landlord’s construction management services) incurred in connection contractors require access to the Premises to complete Landlord’s Work, provided that during any such access Landlord’s contractors do not interfere with the work of Tenant’s Contractor and consultants) to Tenant in order to allow Tenant to commence the construction therein of the Tenant Improvements. (d) Landlord shall cause Landlord’s Work to the extent such costs be constructed with diligence and expenses exceed an allowance (the “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and constructionworkmanlike manner, in the event that the Contract Price exceeds the Construction Allowancecompliance with all applicable Laws, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs ordinances, rules and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leaseregulations.

Landlord’s Work. Commencing (A) Landlord binds itself to construct the Building at its own risk, cost and expense, for the benefit of Tenant, in strict compliance with the Expansion Premises specific plans and outline specifications as well as a construction schedule (collectively, the “Preliminary Drawings and Specifications”) attached hereto as Exhibit “I”. (B) Final Drawings and Specifications shall be prepared based on the Preliminary Drawings and Specifications. The Preliminary Drawings and Specifications have been provided to Tenant for its review and approval. Upon execution of this Agreement, Tenant shall notify Landlord in its “writing whether it approves the Preliminary Drawings and Specifications or not. In the event of Tenant’s approval, such Preliminary Drawings and Specifications shall become the Final Drawings and Specifications. Otherwise, Tenant shall describe the reasons (in reasonable detail) for Tenant’s disapproval, in which event, the parties shall in good faith discuss the reasons for Tenant’s disapproval, and Landlord will incorporate Tenant’s reasonable modifications to the Preliminary Drawings and Specifications, which will become the Final Drawings and Specifications, and shall be initialed by the parties to indicate approval. In the event that, upon execution of this Agreement, Tenant does not notify Landlord as is” condition as referred above, the Substantial Completion Date will be extended one day for each day of Tenant’s delay to notify Landlord. (C) In the event Tenant wishes to make changes to the Final Drawings and Specifications, Tenant shall submit a written request to Landlord stating with specificity the requested modifications. Unless a modification is required solely to cause the construction of the date hereofBuilding to conform to the Final Drawings and Specifications, Tenant will pay for any increases in Landlord’s cost of construction as well as any additional costs incurred in revising the Final Drawings and Specifications on account of such requested modification. Landlord or its designated contractor shall install will provide to Tenant a good faith budget estimating any such additional costs with ten percent (10%) ▇▇▇▇-ups. Tenant will be obligated to pay, in the Expansion Premises those initial improvements specified form of rent the reasonable costs incurred, by or on behalf of Landlord in final space plans and construction and engineering drawings approved preparing such estimate. Prior to preparing such estimate Tenant must approve all costs associated in preparing said estimate. Promptly after receipt of the estimate, Tenant shall either cancel the instructions or approve such instructions by Landlord issuing a change order in writing, signed by Tenant (the “Landlord’s WorkChange Order”). Failure of Tenant to notify Landlord shall not be obligated to provide any improvements other than within 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 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than aforementioned two (2) qualified general contractors calendar days after receiving Landlord’s written notice, shall be deemed a cancellation of the Change Order. Tenant shall have no obligation to make payment to Landlord in the absence of a Change Order. Any delays in the work attributable to such modification will not extend the Commencement Date, unless the parties expressly agree otherwise in the applicable Change Order. Tenant or any other persons designated in writing by it shall, at any time, have access to the Premises being constructed for purposes of determining that the work is being performed in accordance with the Final Drawings and Specifications. Landlord shall provide suitable and safe facilities for such inspections without any charges. These inspections shall not be deemed as a release to Landlord’s responsibility for the completion quality of the construction, which at all times shall be the exclusive responsibility of Landlord’s Work. Landlord shall provide Tenant with a notice at least 24 (twenty-four) hours before the covering of any portion of the Building completed by Landlord or subcontractors, in order to give Tenant the right to inspect the Building. In the event that Tenant does not make the inspection previously notified by Landlord during the following (b24) share twenty-four hours, Landlord may proceed to cover up and finalize the bids with Tenant’s Authorized Representative related work. It shall be the duty of Landlord to keep the Premises, at all times, free from accumulations of waste material or rubbish caused by the respective employees of Landlord and solicit his the subcontractors and the work of each of them. Landlord shall remove all debris or her input on rubbish from and around the samePremises, and (c) shall make the selection of such contractor (the “Contractor”) based upon priceall tools, schedule scaffolding and expected valuesurplus materials, and shall deliver the selected bid price Premises clean and acceptable to Tenant. (D) Landlord shall be referred to herein as construct the “Budget.” The Budget, together Building or cause the construction of the Building in accordance with the price estimates from the Approved Architect Final Drawings and Specifications and shall cause (i) Pre-Completion (as defined below)hereinafter defined) of the Building by no later than December 1, together with any other costs required to design and complete the Landlord’s Work 2000 (other than the Unreimburseable Landlord’s Work) shall be collectively hereinafter referred to as the “Contract PricePre-Completion Date”) and (ii) Substantial Completion of the Building by the Substantial Completion Date. The Pre-Completion Date and the Substantial Completion Date will each be subject to Extension, on a day for day basis, by the period of any delays in the work attributable to a Change Order, as provided in clause (C). The Commencement Date will not be delayed on account of any delay in Substantial Completion attributable to any act or omission of Tenant or any agent, contractor or representative of Tenant. Delays in performance of the work by Landlord shall be subject to the penalties defined below in Section 23. Landlord, at its expense, shall be responsible for obtaining all necessary governmental permits in connection with Landlord’s work hereunder. Failure by Landlord to secure such permits and authorizations shall constitute a breach of this Agreement.” During design and construction, in (E) In the event that Pre-Completion of the Contract Price exceeds Building is performed before the Construction AllowancePre-Completion Date. Landlord shall notify Tenant of such anticipated date of Pre-Completion at least five (5) days prior to such date. “Pre-Completion” shall mean that the Building is sufficiently complete for Tenant to install at the Premises Tenant’s fixtures, machinery and equipment. Tenant shall be permitted access to the Premises for such installations. It is expressly understood and acknowledged by the parties that such access will be subject to all of the terms and conditions of this Lease on the part of Tenant to be performed or observed except that rent shall not be payable during such period. (F) In the event that Substantial Completion of the Building is performed before the Substantial Completion Date, Landlord shall notify Tenant of such anticipated date of Substantial Completion at least five (5) days prior to such date. Landlord shall notify Tenant of the scheduled date on which Landlord shall meet with Tenant to inspect the work by notice given at least five (5) days prior to the Substantial Completion. Within thirty (30) days after Tenant’s inspection of the work, Tenant shall pay submit to Landlord a punch-list of incomplete items. Landlord shall pay one hundred percent complete such punch-list items within thirty (100%30) days after receipt of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on or before punch list. Tenant shall have the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate right to perform a final inspection to verify completion of such expenses. In the event of any shortfall between the estimated costs and the actual costspunch-list, in which case, Tenant shall pay notify Landlord of its final acceptance of the Building (“Final Acceptance”). If Landlord fails to complete such punch-list items within such term, Tenant shall have the right to carry out all actions required to complete such punch-list at Landlord’s expense, in which case all expenses incurred by Tenant may be set off from the rental payments. Upon completion of the punch-list items by Tenant, Tenant shall be bound to notify Landlord of the Final Acceptance. Tenant’s possession of the Premises shall be conclusive as to Tenant’s acceptance of the Premises as of the Substantial Completion Date and acknowledgment that the Premises is in the condition required by the Final Drawings and Specifications, except as to incomplete items as set forth on the punch-list. (G) Landlord represents and warrants that the condition of the Premises will be suitable for the intended use contemplated by Tenant. All materials, parts, components and equipment utilized in the construction of the Building by the Landlord shall be (i) new, unless otherwise specified and approved by Tenant in writing; (ii) of the type and for the purpose for which they are to be used; (iii) of the best quality and grade of their respective types; (iv) manufactured by manufacturers approved by Tenant; (v) in no event of less quality customarily employed in other high quality industrial facilities owned by Landlord and built by Landlord; (vi) when of a foreign origin, legally imported into Mexico; and (vii) in full compliance with any official standards (Normas Oficiales Mexicanas) or any other applicable regulations. The component parts of all installations to be constructed by Landlord, shall function together as a workable system, shall be completed with all accessories necessary for their operation and shall be turned over to Tenant with all equipment properly adjusted, in working order and with all operating manuals. (H) Landlord represents and warrants to Tenant that (i) the Building shall conform to the Final Drawings and Specifications, and shall be in compliance with all applicable laws, regulations, ordinances, and administrative orders, and (ii) the Building shall be free from defects in design, workmanship and materials for a period of one (1) year from the Commencement Date and Landlord agrees to make, at its sole cost and expense, all repairs and replacements required to remedy such costs and expenses defects within two (minus any progress payments made as aforesaid) following substantial completion and within ten (102) days after receiving notice by Tenant. Tenant receives a ▇▇▇▇ thereformay grant an extension to such term if the defect cannot be cured within such term, which extension shall not be unreasonably withheld. All amounts payable pursuant to this Exhibit by Tenant Where Landlord has performed labor or provided material or equipment in accordance with the respective warranty, said warranty shall be considered Additional Rent and are subject extended for such items, but only as to the provisions defect in question, for an additional period of one (1) year from the date of correction of such defective or faulty workmanship or materials or the remaining life of the Leasewarranty set forth in subparagraph (ii) of this paragraph (H), whichever is greater. Notwithstanding the above, Landlord’s warranty as to latent defects shall continue throughout the Term of this Agreement.

Landlord’s Work. Commencing with Landlord shall, at Landlord’s sole cost, complete the Expansion Premises in its “as is” condition as following items of work to the date hereofHVAC system serving the Premises: (i) install 13 new fan powered boxes; (ii) install 8 new VAV boxes; (iii) install new controls; (iv) install new time controls for the rooftop HVAC units; and (v) install new heater stacks for the rooftop HVAC units (collectively, 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 (the “Landlord’s Work”). Tenant hereby acknowledges that the Landlord’s Work may be performed while Tenant is occupying the Premises. Tenant hereby acknowledges and agrees that Landlord shall not be obligated liable for any inconvenience to provide any improvements other than the LandlordTenant or for interference with Tenant’s Work. Landlord business or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% use of the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with Premises during the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion performance of the Landlord’s Work, (b) share provided that Landlord shall utilize commercially reasonable efforts not to disrupt the bids with operation of Tenant’s Authorized Representative business. Tenant and solicit his or her input on its employees, invitees, agents and contractors may use the samePremises during the performance of the Landlord’s Work at their own risk, and Landlord shall not be responsible for injury or damage to property occasioned by the performance of the Landlord’s Work unless same is due to Landlord’s negligence or willful misconduct. The provisions of Section 7.5 of the Lease (cother than the first two sentences) shall make apply to the selection of such contractor (Landlord’s Work as though all references therein to the “Contractor”) based upon price, schedule and expected value, and HVAC Replacement Units were to the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (Landlord’s Work as defined below), together with any other costs required above. Landlord shall commence the Landlord’s Work within fifteen (15) days following the full execution of this Amendment and shall make commercially reasonable efforts to design and complete the Landlord’s Work by the date which is ninety (other than 90) days following the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and constructionfull execution of this Amendment. In addition, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed construct the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Improvements in accordance with Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeaseA attached hereto.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as Following execution of the date hereofthis Lease by Landlord and Tenant, Landlord or its designated contractor shall install cause the Premises to be built-out and delivered to Tenant in accordance with Landlord’s standard tenant finish for the Expansion Building and the working drawings, plans, and specifications for the Premises those initial improvements specified in final space plans prepared by Landlord’s Designer and construction and engineering drawings approved by Landlord described below as the Approved Plans (such work is referred to herein as the “Landlord’s Work”). 2.1. Landlord shall not be obligated to provide any improvements other than The working drawings, plans, and specifications for 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% build-out of the cost tenant improvements to the Premises included as part of Landlord’s Work for will be based on information supplied by Tenant prior to its execution of this Lease and Landlord’s construction management services) incurred Project standard build-out practices. Such working drawings, plans, and specifications, once prepared and approved by Landlord, will be provided to Tenant for approval; which approval will not unreasonably be withheld and any disapproval must be in connection with writing and must include the Landlord’s Work to specific reasons for such disapproval. In no event may Tenant disapprove any element of the extent such costs and expenses exceed an allowance (the “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. 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 quality of the Landlord’s Work (which “soft costs” shall be limited to shown on the preparation of architectural working drawings, permitting feesplans, engineering fees, supervision and labor charges (specifications 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors quality is consistent with Landlord’s standard tenant finish for the completion Building. Any failure by Tenant to provide its written approval or disapproval within five business days of the Landlord’s Workreceipt of such working drawings, (b) share the bids with plans, and specifications will constitute Tenant’s Authorized Representative deemed approval thereof. Once approved by both Landlord and solicit his or her input on the sameTenant, such working drawings, plans, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall specifications will be referred to herein as the “BudgetApproved Plans.” The Budget, together with the price estimates from If Landlord and Tenant are unable to agree upon the Approved Architect Plans within 30 days of the date of this Lease, then Landlord or Tenant may, upon ten days written notice to the other (as defined belowduring which time such working drawings, plans, and specifications remain unapproved), together with terminate this Lease, whereupon neither Landlord or Tenant shall have any other costs required to design and complete the further rights or obligations under this Lease. 2.2. The Landlord’s Work (other than the Unreimburseable shall be completed by Landlord’s Work) Contractor in a first class and workmanlike manner in accordance with the Approved Plans. Subcontracting work of the major trades shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, competitively bid consistent with Landlord’s standard practice. Tenant shall pay have the ability to recommend subcontractors, and Landlord shall pay one hundred percent (100%) not unreasonably withhold its consent to requesting bids from such recommended subcontractors. The cost of Landlord’s reasonable estimate Work shall be Tenant’s responsibility, subject to application 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 of Allowance, as provided below. 2.3. Landlord’s estimate of such expenses. In Work shall be completed in compliance with all applicable laws, codes, ordinances, and other governmental requirements then applicable to the event of any shortfall between the estimated costs Premises and the actual costsBuilding, Tenant and shall 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 ▇▇▇▇ therefor. All amounts payable be undertaken pursuant to this Exhibit by Tenant shall be considered Additional Rent and are either a fixed-price construction contract or a cost plus fee construction contract subject to the provisions of the Lease.a guaranteed maximum price. /s/ JC /s/ RCB

Landlord’s Work. Commencing with The work to be performed as shown on 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 (Approved Working Drawings is herein called the “Landlord’s Work”, and shall be performed by VaLogic Bio, LLC (“General Contractor”), an affiliate of Landlord and a licensed and insured general contractor in the State of Maryland, as Landlord’s general contractor and construction manager, and/or its employees, agents and subcontractors using existing materials or new materials of good quality (as respectively identified within the Approved Working Drawings) and structurally sound and free from any defects or deficiencies and in accordance with all applicable codes, ordinances and laws, subject to the Lease, and in a good and workmanlike manner. Landlord Tenant shall not be obligated have the right to provide any improvements other than retain a project manager (“Project Manager”) to oversee the progress of the construction of the Landlord’s Work. General Contractor, the Architect and Landlord or its contractor shall be available will meet with the Project Manager at least weekly as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and 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 “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 Premisesprogresses. 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 Landlord will indicate 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 10% of Approved Working Drawings the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion portions of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the sameif any, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs which Tenant is required to design remove prior to the expiration or termination of the Lease; and complete Tenant will timely comply with such requirements and repair any damage to the Third Expansion Premises, Building or Property caused thereby at its own expense. All of the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent leasehold improvements (except as may otherwise be specified herein) and are subject shall be deemed to be the property of Landlord and shall not be removed from the Third Expansion Premises without the express prior written consent of Landlord. Notwithstanding any provision of this Exhibit "B" to the provisions contrary, Landlord may elect to delegate any responsibilities of the LeaseLandlord in this Exhibit "B" to General Contractor.

Landlord’s Work. Commencing with (i) Landlord shall, at Landlord’s expense, perform that work described in the Expansion Premises Work Letter attached hereto as Exhibit A (“Work Letter”). It is expressly understood and agreed that Landlord’s obligations relating to Landlord’s Work shall be limited to the scope of work described in its “as is” condition as the Work Letter and shall in no event include any work not described therein and shall not include the performance, procurement and/or installation of the date hereofany other work, fixtures or equipment. Further, Landlord or its designated contractor shall install be responsible for costs and expenses related to Landlord’s Work, as described in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord Work Letter attached to this Amendment, up to the amount of $279,178.00 (the “Landlord’s WorkContribution”). . (ii) Notwithstanding anything to the contrary set forth in the Lease, this Eleventh Amendment, or the Work Letter, (A) Tenant shall be responsible for any costs and expenses of the Landlord’s Work described in the Work Letter over and above $279,178.00 (“Landlord’s Contribution Cap”), and, except as otherwise set forth in Section 4(a) of the Work Letter, Tenant shall reimburse Landlord shall not be obligated for any such amounts within thirty (30) days of receipt of the reasonable and actual invoices relating thereto, and (B) to provide any improvements other the extent the Landlord’s Work is completed for less than the Landlord’s WorkContribution Cap, any excess funds shall be the property of Landlord and not Tenant. (iii) All Landlord’s Work shall constitute improvements to the Premises and remain the property of the Landlord upon expiration of the Term of the Lease. Landlord or its contractor shall use commercially reasonable efforts to complete the Landlord Work’s within the Premises within four (4) months after the Effective Date, subject to any force majeure and any Tenant delays. All Landlord’s Work shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant performed in accordance with budgeting and value engineering assistanceLandlord’s tenant improvement standards. Tenant There shall pay all costs and expenses (including a fee equal to 2% of be no charge for the cost of Landlord’s Work for Landlord’s in-house project manager/construction management services) incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budgetsupervisor.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with A. Landlord shall at its sole cost and expense but subject to the Expansion Premises Landlord’s Work Cap (as hereinafter defined) perform the items of work described as Landlord's Work in its E xhibit “as is” condition as of the date hereofC”, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans attached hereto and construction and engineering drawings approved by Landlord made a part hereof (the “Landlord’s Work”)") in a good and workmanlike manner prior to the Commencement Date. Landlord shall have “ Substantially Completed” Landlord’s Work when Landlord sufficiently completes the requisite work subject only to completion of minor punch-list items that will not be obligated materially delay or adversely affect Tenant’s ability to provide any improvements other than the Landlordconstruct Tenant’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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost Landlord’s architect’s signed certificate certifying Substantial Completion of Landlord’s Work shall constitute an acknowledgment by Tenant that the Premises are in the condition called for by this Lease and that Landlord has satisfactorily performed all of Landlord’s construction management services's Work with respect thereto. B. Any and all work to the Premises in addition to Landlord's Work which is necessary for Tenant to open and operate its business in accordance with the terms of this Lease (the "T enant's Work") incurred shall be Tenant's obligation to perform at Tenant's sole cost and expense. Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, suits at law or equity, judgments, expenses, costs, liabilities, fines and debts in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product any injury, loss or damage during any period of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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 Tenant'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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing Landlord hereby grants Tenant a construction allowance not to exceed $5.00 per usable square foot of the Premises ("Construction Allowance"), which shall be used only as a credit towards the cost of the following services and materials (hereinafter referred to as "Landlord's Work"): 3.1. The services of Landlord's space planner to prepare one (1) approved space layout and one (1) set of approved working drawings [with five (5) prints]. One minor revision to the original space layout will be included without charge. All other revisions and prints as well as all interior design or decorating fees, shall be at Tenant's sole cost and expense. 3.2. The construction of the improvements and the installation of the items shown in Schedule A attached hereto, which shall be installed in the Premises substantially in accordance with the Expansion Premises Plans hereinafter defined. 3.3. Fees for engineering, construction management by Landlord's Tenant Coordinator (as hereinafter set forth), and previously installed materials used in its “as is” condition as the construction (if any). 3.4. Permits and license fees relating to construction of Tenant's improvements. In the sole discretion of Tenant, Tenant may elect to have Landlord grant to Tenant an additional amount ("Excess Construction Allowance"), up to a maximum of $3.00 per usable square foot of the date hereofPremises, for the work described in this Section 3 by specifying the amount of the Excess Construction Allowance, and Tenant's election hereunder to use such sum, in written notice delivered to Landlord prior to the Commencement Date. If Tenant makes such timely election, then Tenant shall reimburse Landlord therefor all as more particularly set forth at Section 4.4 of the Lease. If Tenant does not make such timely election, 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 (the “Landlord’s Work”). Landlord shall not be 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 have no obligation to provide Tenant with budgeting and 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 “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. 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of sums beyond the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing (a) Landlord shall, at its own expense, deliver the Premises to Tenant with the Expansion Premises work completed (the "Work") as depicted on the Space Plan attached to this Lease as Exhibit "D", all in accordance with Building Standard specifications. (b) Landlord shall, at its “as is” condition as own expense, paint the previously painted walls of the date hereofPremises to Building Standard colors. It is expressly understood that under Building Standard, Tenant shall be limited to one color selection in any room or area. (c) Landlord shall, at its own expense, carpet the Premises to Building Standard with any carpet selected by Tenant from Landlord's Building Standard carpets. It is expressly understood that the carpeting shall be deemed to be a permanent leasehold improvement and shall, accordingly, not be removed from the Premises upon the termination or expiration of the Lease. (d) ▇▇▇▇▇▇▇▇ has not agreed to perform any other work in the Premises, and all other work necessary to complete the Premises shall be done at Tenant's sole cost and expense, in accordance with the terms and conditions of the Lease. If at ▇▇▇▇▇▇'s request, ▇▇▇▇▇▇▇▇ agrees to do any work in connection with the completion of the Premises, such other work shall be done at Tenant's sole cost and expense, as an extra, in accordance with plans, drawings, and specifications furnished by ▇▇▇▇▇▇, subject to the approval of Landlord. Prior to commencing any additional work, Landlord or its designated contractor shall install in submit to Tenant written estimates of the Expansion Premises those initial improvements specified in final space plans cost thereof and construction if Tenant shall fail to approve such estimates within seven (7) days from the receipt thereof, the same shall be deemed to be disapproved and engineering drawings approved by Landlord (the “Landlord’s Work”). Landlord shall not be obligated authorized to provide any improvements other than the Landlord’s Work. Landlord or its contractor proceed with such additional work and Tenant shall be available as reasonably required by Tenant throughout deemed to have abandoned its request therefor. If the design construction process to provide Tenant estimates are approved and Landlord proceeds with budgeting and 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowanceadditional work, Tenant shall pay Landlord shall pay one hundred the cost thereof (including direct costs for rubbish removal, hoisting, permits, and similar items) plus fifteen percent (10015%) of said cost for Landlord’s reasonable estimate of those costs 's supervision and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of construction management services, upon being billed therefore at any shortfall between the estimated costs time and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant from time to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasetime.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as of Landlord agrees, after the date hereofof this Lease, Landlord or its designated contractor shall install in to complete the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord following work (the “Landlord’s Work”): complete constructing the restroom core, complete constructing the electrical room, install exterior doors on the north and south sides of the premises where shown in Exhibit A, construct patio and related landscaping improvements where shown in Exhibit A, and install conduit and related infrastructure for an electric vehicle charging station serving up to 8 vehicles where shown in Exhibit A (Tenant agrees to provide and install the charging station, including all electrical wiring, as part of the Tenant’s Work, unless Tenant excludes electric vehicle charging stations from the Tenant’s Work). Landlord shall not be obligated Tenant agrees to provide any improvements other than permit Permian, in its capacity as Landlord’s contractor for the Landlord’s Work, to enter the premises to complete the Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout agrees to cause Permian to complete the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for reasonably promptly to avoid delaying or interfering with the Tenant’s Work under section 4 of this Lease. Landlord will deduct its out-of-pocket cost of the Landlord’s construction management services) incurred Work and the previous market-ready improvements to the premises from the allowance under section 5 of this Lease before paying the remainder of the allowance to Tenant in accordance with section 5. Landlord agrees to indemnify and defend Tenant against all claims, liabilities, losses, damages and expenses for bodily injury or property damage that arise out of or in connection with the Landlord’s Work Work, including the cost of any repairs to the extent such costs premises and expenses exceed an allowance (the “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. 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash bodily injury or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budgetproperty damage.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord shall construct and, except as provided below to the Expansion Premises in its “as is” condition as contrary, pay for the entire cost of constructing the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial leasehold improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”) described in the specifications identified in Schedule D-1 attached hereto (the "Specifications"). Landlord shall not be obligated to provide any improvements other than prepare construction drawings for the Landlord’s Work and submit to Tenant for ▇▇▇▇▇▇’s approval, not to be unreasonably withheld, conditioned or delayed and such consent shall not be withheld so long as (and to the extent that) the construction drawings are consistent with the Specifications. Tenant shall respond in writing to ▇▇▇▇▇▇▇▇’s submission within five (5) business days and if ▇▇▇▇▇▇ fails to respond the construction drawings will be deemed approval. Upon approval (or deemed approval) of the construction drawings by ▇▇▇▇▇▇, such plans will be attached to this Lease as Schedule D-2 and such construction drawings will constitute the “Approved Plans.” Tenant may request changes to the Approved Plans, subject to Landlord’s prior approval thereof, which shall not be unreasonably withheld, provided that (a) the changes shall meet or exceed ▇▇▇▇▇▇▇▇'s standard specifications for tenant improvements for the Building; (b) the changes conform to applicable Laws and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building unless Tenant agrees to be responsible for the payment of such additional building services; (d) the changes do not have any adverse affect on the structural integrity or systems of the Building; and (e) the changes will not, in Landlord's reasonable opinion, unreasonably delay Landlord’s Work, unless ▇▇▇▇▇▇ agrees to compensate Landlord on a day-for-day basis for any such delay. If Landlord or its contractor shall be available as reasonably required approves a change requested by Tenant throughout the design construction process to ▇▇▇▇▇▇, Landlord will provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% ▇▇▇▇▇▇▇▇’s contractor’s estimate of the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with such changes and Tenant shall pay the Landlord’s Work actual third-party costs attributable to such change upon receipt of invoice therefor. To the extent any such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product change results in a delay of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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” then such delay shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as constitute 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “BudgetDelay.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord shall cause the Expansion Premises in its “as is” condition as of the date hereofwork described on Schedule 3 attached to this Work Letter (collectively, 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 (the “Landlord’s Work”)) to be performed in a good and workmanlike manner in accordance with applicable Legal Requirements. Landlord shall not be obligated to provide any improvements other than fully and solely responsible for the cost of Landlord’s Work, except for the cost of the component of Landlord’s Work set forth in Item 7 on Schedule 3 (the reasonable and verifiable cost of which shall be paid for by Tenant, provided that Tenant may apply a portion of the Warm Shell Improvement Allowance toward the cost of such component of 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 value engineering assistance. Tenant shall pay all a written accounting, including supporting documentation, of such costs and expenses (including a fee equal to 2% of incurred by Landlord in performing the cost component of Landlord’s Work for Landlord’s construction management services) incurred set forth in connection with Item 7 on Schedule 3 prior to Tenant being obligated to reimburse such costs or prior to any portion of the Warm Shell Improvement Allowance being applied to reimburse such costs. Landlord shall and shall require the general contractor performing the Landlord’s Work to maintain industry standard commercial general liability, automotive liability, “builder’s risk” (unless provided directly by Landlord) and workers’ compensation insurance. Landlord shall cause such contractors to name Tenant and Adverum Biotechnologies, Inc. as additional insureds for the extent such costs and expenses exceed an allowance (the “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 Premisescontractor’s liability coverages required above. Notwithstanding anything herein to the contrary, the Construction Allowance Tenant shall be used entitled to fund receive the installation benefit of permanent leasehold improvements included all construction warranties and manufacturer’s equipment warranties issued to Landlord in connection with Landlord’s Work. If requested by Tenant, Landlord shall attempt to obtain extended warranties from manufacturers and suppliers of such equipment, but the cost of any such extended warranties shall be borne solely by Tenant. Upon written request from Tenant following the completion of the remediation of ACMS and lead-based paint reflected in Items 5 and 6 of Schedule 3, Landlord shall provide Tenant with copies of any inspection reports and certifications issued to Landlord evidencing the completion of such remediation pursuant to and in accordance with Items 5 and 6 of Schedule 3. Tenant shall be solely responsible for ensuring that the design and specifications for Landlord’s Work are consistent with Tenant’s requirements. Landlord shall be responsible for obtaining all permits, approvals and entitlements necessary for Landlord’s Work, as well as certain “permissible soft costs” directly associated with but shall have no obligation to, and shall not, secure any permits, approvals or entitlements related to the preparation and installation Tenant Improvements, Tenant’s specific use of the LandlordPremises or Tenant’s Work (which “soft costs” shall be limited business operations therein. Notwithstanding anything to the preparation contrary contained in the Lease or in this Work Letter, in addition to the remediation of architectural drawings, permitting fees, engineering fees, supervision ACMS and labor charges (if shown as a component lead-based paint reflected in Items 5 and 6 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 10% of the 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 belowSchedule 3, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for cause, at Landlord’s sole cost and expense, the completion remediation prior to the Rent Commencement Date, in a manner acceptable to Landlord in its sole and absolute discretion and otherwise in compliance with Legal Requirements, of Hazardous Materials, if any, discovered in the Premises or the Project during the construction of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “BudgetTenant Improvements.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with The parties hereby agree that all aspects of Landlord’s Work shall be subject to the Expansion Premises in its “as is” condition as of prior written approval by Tenant, which shall not be unreasonably withheld, conditioned or delayed, including, without limitation, the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space following: a. The plans and construction and engineering drawings approved by Landlord specifications for Landlord’s Work (the “Landlord’s WorkPlans”); b. The contractor (“Landlord’s Contractor”) and all primary subcontractors and engineers to perform Landlord’s Work; c. The contract for Landlord’s Work (“Landlord’s Contract”), including, without limitation, all schedules and the duration of time allocated for the work to each floor, the phasing schedule for each floor, the liquidated damages provisions of Landlord’s Contract and the procedures to be followed by Landlord’s Contractor in order to minimize delay and interference. The parties hereby acknowledge their agreement on the preliminary plans and specifications for Landlord’s Work which are shown in Schedule 4, attached hereto and made a part hereof. Landlord and Tenant hereby agree that on or before July 1, 2014: (i) the parties shall not be obligated to provide any improvements other than agree upon the final plans and specifications for Landlord’s Work, and (ii) Landlord shall enter into Landlord’s Contract for 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 secure all consents and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work approvals 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 “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. 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 all with the preparation approval of Landlord and installation of the Tenant and such that Landlord’s Work (which “soft costs” shall commence on September 8, 2014. The review and approval of either party to Landlord’s Plans shall not imply that either party has confirmed that such plans comply with applicable laws, codes, rules and regulations. All costs and expenses for Landlord’s TI Work shall be limited borne by Landlord and shall be paid by Landlord, to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component extent 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 10% of the 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 As to the plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors and specifications for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input parties shall diligently work together to agree on the samefinal Landlord’s Plans prior to the deadline set forth above. With respect to the approval of Landlord’s Contractor and all primary subcontractors and engineers, and (c) shall make the selection of such contractor (parties hereby agree on the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” following: a. The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the architect for Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant ▇▇▇▇▇▇▇ Architect, Inc.; b. Landlord’s Elevator Contractor shall be considered Additional Rent ▇▇▇▇ Elevator Company; c. Landlord’s MEP engineer shall be ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Cartier Engineering, Inc.; d. Landlord’s Contractor shall be ▇▇▇▇▇▇▇▇▇ & Gorrie, or such replacement reasonably acceptable to Landlord and are subject to the provisions of the LeaseTenant.

Landlord’s Work. Commencing Following execution of this Lease by Landlord and Tenant, Landlord shall cause the Landlord's Work to be completed in accordance with (i) the TI Plans, and (ii) Landlord's standard tenant finishes for the Building as modified by the TI Plans. Tenant acknowledges that, as provided in Paragraph 4 of this Lease, the Premises will be built out in two Phases. The TI Plans will be developed as follows: 3.1. Promptly following the execution of this Lease, Tenant shall meet with the Expansion Premises Tenant Improvement Planner and cause the Tenant Improvement Planner to prepare (and deliver to Landlord and Tenant) detailed design development plans and specifications for the Landlord's Work acceptable to Tenant which (i) utilize Landlord's Building-standard materials and finishes (which for purposes hereof will mean the materials and finishes as described on attached Attachment No. 1, including the Memo modifying Landlord's Building-standard materials and finishes included in its “such Attachment No. 1) and (ii) as is” condition as to floors two through eight of the date hereofBuilding (as well as the 9th Floor if such floor is added to the Premises pursuant to the Addendum to Lease being executed concurrently herewith), Landlord substantially conforming to an "open floor plan" design with eight to ten offices. The Preliminary TI Plans shall not include any of Tenant's furniture, fixtures, or its designated contractor shall install equipment or any other elements of the Tenant's Work, and must reflect all of the Landlord's Work to be performed as part of Landlord's Work. Any work not so included (or reasonably inferable therefrom—such as, by way of example, if windows are shown in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (TI Plans, but no frames for the “windows were shown, such frames would be inferable) will not constitute part of Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than the Landlord’s 's Work. Landlord shall, within five business days following its receipt of the Preliminary TI Plans, either provide written approval of such Preliminary TI Plans or its contractor shall be available as reasonably required by Tenant throughout the design construction process provide in writing to provide Tenant with budgeting the reasons that Landlord is withholding such approval—which reasons must be reasonable; except that Landlord shall have the right in its sole and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal absolute discretion, to 2% approve or disapprove of the cost of Landlord’s Work for Landlord’s construction management services) incurred the work reflected in connection with such Preliminary TI Plans and shall be entitled to disapprove the Landlord’s Work Preliminary TI Plans on the sole basis of the estimated cost thereof, except to the extent such costs are incurred with respect to Landlord's Building-standard materials and expenses exceed an allowance finishes or reasonably comparable substitutes thereof which do not increase Landlord's costs or delay the availability of such materials or finishes. If Landlord does not approve the Preliminary TI Plans pursuant to the preceding sentence, Landlord shall immediately cause the Tenant Improvement Planner to again meet with Tenant to have the Preliminary TI Plans revised, in a manner acceptable to Tenant and consistent with Landlord's comments, and then resubmitted to Landlord for approval (with such subsequent approvals/disapprovals being provided by Landlord within five business days of the complete submittal of the revised Preliminary TI Plans). Subject to Paragraph 3.2, below, the foregoing process will continue until Landlord has approved the Preliminary TI Plans. Once Landlord has approved the Preliminary TI Plans, Landlord shall cause the Tenant Improvement Planner to prepare complete, detailed working plans and specifications (which conform to and are consistent with the approved Preliminary TI Plans) sufficient to obtain the necessary building permits and to then fully complete the TI Work (the “Construction Allowance”) equal "TI Plans"); which TI Plans will then serve as the basis for Landlord to undertake and to complete 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 PremisesLandlord's Work. 3.2. Notwithstanding anything herein to the contrarycontrary contained in the Lease or this Work Letter, if Landlord and Tenant, in each of their reasonable discretion, are unable to agree upon the Preliminary TI Plans within 30 days of the date of this Lease, or agree upon the TI Plans within 60 days of the date that the Preliminary TI Plans are mutually agreed to, then Landlord or Tenant may, upon ten business days written notice to the other party (during which time such TI Plans remain unapproved), terminate this Lease, whereupon neither Landlord or Tenant shall have any further rights or obligations under this Lease (except for obligations which pursuant to this Lease are to survive termination of this Lease) and Landlord shall immediately return to Tenant all amounts delivered by Tenant to Landlord pursuant to the terms of this Lease. Notwithstanding anything to the contrary contained in this Lease, if a permit required for construction of Landlord's Work has not been issued on or before that date which is 90 days (as such date may be extended due to Tenant Delays) following the date that the TI Plans for Phase I are mutually approved by Landlord and Tenant pursuant to this Work Letter, then Tenant, in its sole and absolute discretion, may terminate this Lease, whereupon neither Landlord or Tenant shall have any further rights or obligations under this Lease (except for obligations which pursuant to this Lease are to survive termination of this Lease) and Landlord shall immediately return to Tenant all amounts delivered by Tenant to Landlord pursuant to the terms of this Lease. 3.3. Landlord shall select the Landlord's Contractor in accordance with the procedure set forth in this Paragraph 3.3. Landlord will competitively bid the Landlord's Work with several qualified tenant finish contractors—and Tenant shall have the right to provide Landlord with the names of up to two potential contractors from whom Landlord will request bids if reasonably satisfactory to Landlord. Any delay by Tenant in responding within three business days to a written notice delivered to Tenant requesting the names of any such proposed contractors, will constitute a waiver of Tenant's right hereunder. Landlord agrees to respond within five business days of written request from Tenant, to any request that Landlord include a potential general contractor proposed by Tenant in the bidding process. Following such bidding process, Landlord will enter into a contract with the chosen bidder to construct the Landlord's Work (such selected contractor being the "Landlord's Contractor" for purposes hereof). Landlord reserves the right to bid Phase I and Phase II together or separately. 3.4. The Landlord's Work shall be completed by Landlord's Contractor in a diligent and good and workmanlike manner (recognizing Landlord's right to accelerate the progress of Phase I ahead of Phase II) in accordance with the approved TI Plans and in compliance with all applicable laws, codes, ordinances, and other governmental requirements then applicable to the Premises and the Building. At the time of tender of possession of the Premises to Tenant, the Construction Allowance shall Building and the building systems serving the Building will 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 compliance with the preparation laws 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 valuegood working order, and the selected bid price Building will include a watertight roof. Notwithstanding anything to the contrary in this Lease, Tenant's acceptance of possession of Landlord's Work shall be referred not waive the foregoing obligation of Landlord to herein as deliver the “Budget.” The Budget, together Premises with the price estimates from Building and the Approved Architect (as defined below)building systems serving the Building in compliance with laws and in good working order, together and with any other costs required to design the Building having a watertight roof and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) promptly remedy all violations of such covenant at its sole cost and expense. 3.5. The cost of Landlord’s reasonable estimate of those costs 's Work, including both hard and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual soft costs, Tenant shall pay for all such costs and expenses (minus any progress payments made will be Landlord's sole responsibility, except as aforesaid) following substantial completion and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leaseprovided below.

Landlord’s Work. Commencing with 2.1.1 Landlord shall perform certain work in preparing the Expansion Premises for occupancy by Tenant all as set forth in its “Exhibit C and in this section ("Tenant Improvements"). 2.1.2 If Tenant desires improvements beyond the Tenant Improvements set forth in Exhibit C, and Landlord and Tenant agree as is” condition to further additional work, Tenant shall, within five (5) days after written demand, pay to Landlord as Additional Rent, the agreed upon cost and expense to Landlord of supplying and installing such additional work, materials and installations (including sales tax and design fees), plus ten percent (10% of such cost and expense for Landlord's overhead, less a credit equal to the date hereof, cost to Landlord or its designated contractor shall install in the Expansion Premises those initial improvements of materials specified in final space plans and construction and engineering drawings approved Exhibit C (if any) for which substitutes were installed at Tenant's request. 2.1.3 Landlord shall perform the Tenant Improvements, provided, however, that Landlord shall have the right on an on-going basis to make any changes required by Landlord (the “Landlord’s Work”)any Governmental Authority. Landlord shall not perform work only once, it being understood that Landlord's obligation to perform the work with respect to Tenant Improvements is a single, non-recurring obligation. 2.1.4 Tenant will be obligated to provide permitted entry into the Premises on September 19, 2005 for the purpose of installing data and telephone cabling and wires, installation of warehouse racking, installation of office work stations and any improvements other than needed preparation of the Landlord’s Work. Landlord or its contractor shall be available as reasonably required Premises for occupancy by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of or for any other purpose permitted by 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 “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. 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 such early entry will be at Tenant's sole risk and subject to all the terms and provisions of this Lease as though the Commencement Date had occurred, except for the payment of Fixed Rent and Additional Rent, which will commence on the Commencement Date. Tenant be permitted to apply an amount in excess of 10% will not interfere with or delay Landlord's performance of the total Construction Allowance towards such permissible soft costsTenant Improvements. All rights of Tenant under this Section 2.1.4 will be subject to the requirements of all applicable building codes and zoning requirements. 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 shall (a) solicit bids from not less than two (2) qualified general may use its own contractors for the completion installation of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative warehouse racking and solicit his or her input on the same, office data and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budgettelephone cabling.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord will make certain improvements to 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 (the “Landlord’s Work”)) as set forth on that certain proposal prepared by Gen-Con, Proposal No. Landlord shall not be obligated to provide any improvements other than E19-01 Rev. 2 dated February 22, 2019 (the Landlord’s Work“Plan”) attached hereto as Schedule 1 and previously approved by Tenant. Landlord or its contractor shall be available as reasonably required by Tenant throughout For the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all avoidance of doubt, except for increased costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for Landlordabove what’s construction management services) incurred in connection with shown on the Plan resulting from a Tenant Delay or TI Changes, all Landlord’s Work to the extent such costs shall be completed at Landlord’s sole cost and expenses exceed an allowance expense without any Tenant reimbursement (the “Construction Allowance”) equal to the product regardless of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area any notations in the Expansion PremisesPlan indicating otherwise). Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation Should said Plan or any part 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 require the preparation or development of additional plans or specifications, then Tenant shall have five (5) 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 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 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 “soft costs” Landlord reasonably agrees. Tenant’s approval of such plans and specifications shall not be unreasonably withheld, conditioned or delayed, provided such plans and specifications are consistent with the Plan attached hereto as Schedule 1. 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 limited to deemed the preparation “Plan” for the purposes of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if this Work Letter. Except as may be otherwise 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 10% of the 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 belowPlan, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the perform Landlord’s Work (other than the Unreimburseable using building standard materials, quantities and procedures then in use by Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with (A) Landlord shall, at Landlord’s expense (i.e., for the Expansion avoidance of doubt, the same shall not count against Landlord’s Contribution), perform the work to: (1) demolish Space A (the demising walls shall remain of proper fire resistance ratings; all fire stopping of holes and penetrations shall be the responsibility of Landlord; and a TR-1 special inspection report for fire resistance rated construction and firestopping shall be provided at Landlord’s expense (TR-1 to be dated after the Substantial Completion of such demolition work and prior to the commencement of Landlord’s Premises Work)); (2) upgrade the finishes in its “as is” condition as the common corridor, including the elevator landing, on the ninth (9th) floor of the date hereofBuilding utilizing Building standard materials and finishes (provided, however, that Tenant shall have the right, on or before March 15, 2021, to request from Landlord modifications to such common corridor renovations, which requested modifications shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or its designated delayed; Landlord shall request from the contractor shall install in the Expansion Premises those initial improvements specified in final space plans engaged by Landlord to perform such common corridor renovations any incremental cost increase that might be incurred on account of such modifications requested by Tenant and construction and engineering drawings approved by Landlord and provide notice of such incremental cost increases to Tenant; Tenant shall have the right to either approve or disapprove such incremental costs increases by giving notice to Landlord within three (3) Business Days after Landlord’s notice to Tenant of such incremental cost increases (it being agreed that Tenant shall be deemed to disapprove an incremental cost increase if Tenant fails to approve any specific cost increase within such three (3) Business Day period), and upon any such approval by Tenant, Landlord shall proceed with the modifications so approved by Tenant, and Tenant shall pay such incremental cost increases incurred by Landlord in connection therewith within ten (10) Business Day after Landlord gives Tenant an invoice therefor); (3) perform certain cosmetic modifications to the four (4) common restrooms located on the ninth (9th) floor of the Building using Building standard materials and finishes (which cosmetic modifications shall include a new Building standard vanity (i.e. countertop, sink, sink hardware, mirror) in each restroom; provided, however, Tenant shall have the right, on or before March 15, 2021, to request that Landlord not perform such cosmetic modifications to any or all of the common restrooms located on the ninth (9th) floor of the Building, in which case Tenant shall be entitled to a credit of Twenty-Two Thousand Five Hundred Dollars and No Cents ($22,500.00) per restroom (not to exceed Ninety Thousand Dollars and No Cents ($90,000.00) in the aggregate for all four (4) restrooms) so elected by Tenant not to be upgraded, which credit shall be applied to additional base building work on the Terrace Area as requested by Tenant (e.g., Tenant requests additional upgrades to the pavers and lighting in the Terrace Area), which requested additional base building work shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed; it being agreed, however, that if the amount of such credit shall exceed the cost of such additional base building work on the Terrace Area, Tenant shall not be entitled to any credit against the Rental due hereunder or payment of such excess); (4) install new landscaping on the Terrace Area and, if and to the extent necessary, powerwash and/or repair any existing pavers, railings, and lighting in the Terrace Area; (5) install one (1) ramp on the portion of the Terrace Area located on the north side of the Building and one (1) ramp on the portion of the Terrace Area located on the south side of the Building, in each case so that the Terrace Area complies with applicable Requirements, including ADA (which ramps shall be constructed with Building standard materials and finishes; provided, however, that Tenant shall be permitted, on or before March 15, 2021, to request modifications to the materials and finishes used for such ramps (to the extent permitted by applicable Requirements and subject to Landlord’s approval, not to be unreasonably withheld, conditioned or delayed) by following the procedure, including, without limitation, cost estimates and incremental cost increase payments, for modifications to the common corridors set forth in Section 6.2(A)(2) hereof, mutatis mutandis), (6) provide a form ACP-5 to Tenant stating that there are no asbestos containing materials in the Premises; (7) deliver the floors scraped, patched and reasonably smooth and leveled ready for Tenant to apply finishes; all holes, core drills and other penetrations in the slab patched and fire stopped; and (8) remove sheetrock from all columns (items (1) through (8) collectively referred to herein as “Landlord’s Base Building Work”). (B) Landlord shall, at Landlord’s expense, but subject to the terms of Section 6.3 hereof, perform the work necessary to construct the Premises (such work, “Landlord’s Premises Work”; Landlord’s Base Building Work and Landlord’s Premises Work are collectively referred to herein as “Landlord’s Work”) in accordance with the Final Plans which shall be prepared by A+I (“Architect”) and AMA, PC, Tenant’s MEP engineer, and based upon that certain drawing, prepared by Architect and dated February 11, 2021 (the “Preliminary Space Plan”), a copy of which is attached hereto as Exhibit “6.2” and made a part hereof. Notwithstanding anything to the contrary contained herein, Landlord shall not be obligated to provide install any improvements furniture or built-ins or telecommunication wiring or equipment even if same are shown on the Preliminary Space Plan, Tenant’s Initial Plans, or the Final Plans. Tenant agrees that Tenant shall engage Architect to prepare the Preliminary Space Plan, Tenant’s Initial Plans, the Final Plans and any other than the services required to be performed by an architect in connection with Landlord’s Premises Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of , the cost of Landlord’s Work which shall be paid by Landlord subject to and in accordance with the terms of Section 6.4 hereof. (C) Tenant shall deliver or cause Architect to deliver to Landlord on or prior to April 16, 2021 (the “Plan Deadline”) in the manner set forth in Section 6.2(E) hereof, six (6) copies of the construction plans and specifications for Landlord’s construction management services) incurred in connection with Premises Work based on the LandlordPreliminary Space Plan (“Tenant’s Work to the extent such costs and expenses exceed an allowance (the “Construction AllowanceInitial Plans”) 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. Notwithstanding anything herein to the contrary, the Construction Allowance which 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 invoicex) and temporary utilities consumed during construction); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of complete and ready to bid and build (including, without limitation, layout, architectural, mechanical, structural, engineering and plumbing drawings, to the extent applicable), (y) stamped and approved by Architect, and (z) in format containing sufficient detail (i) for Landlord and Landlord’s reasonable estimate of those costs consultants to reasonably assess the proposed work to prepare the Premises for Tenant’s initial occupancy, (ii) to permit Landlord to make all necessary filings with Governmental Authorities to obtain the required permits, approvals and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date certificates to allow Landlord gives Tenant notice of to commence Landlord’s estimate of such expenses. In Premises Work (the event of any shortfall between requirements set forth in clauses (x)-(z) hereof, the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease“Plan Requirements”).

Landlord’s Work. Commencing with Prior to the Expansion Premises in Commencement Date, Landlord, at its “as is” condition as expense, shall complete the following items of the date hereof, Landlord or its designated contractor shall install work in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the collectively, “Landlord’s Work”)): (i) provide touch up paint using Building standard paint on the interior walls throughout the Premises; (ii) replace the existing carpet in the front “customer” area within the Premises using Building standard carpet; and (iii) remove the existing server racks from the server room within the Premises and repair the carpeting where needed due to such removal. In addition to the foregoing, Tenant, at Tenant’s sole and exclusive cost and expense, shall have the option of having Landlord further improve the Premises as follows (the “Tenant Improvements”): (i) removing the small wing wall at the front of the Premises near the break room; and (ii) installing plain glass inserts on the conference room doors. Upon ▇▇▇▇▇▇’s request, Landlord shall not be 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% an estimate of the cost of Landlordfor Landlord to perform the Tenant Improvements and based on that cost estimate Tenant can either choose to forego the Tenant Improvements or have Landlord perform the Tenant Improvements on ▇▇▇▇▇▇’s Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work to the extent such costs behalf and expenses exceed an allowance (the “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with at Tenant’s Authorized Representative sole and solicit his or her input on the same, exclusive cost and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in expense. In the event that Landlord performs the Contract Price exceeds the Construction AllowanceTenant Improvements, Tenant shall pay Landlord shall pay one hundred percent (100%) for the cost of the Tenant Improvements within thirty days of receiving Landlord’s reasonable estimate invoice for such Tenant Improvements. The failure of those costs and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Tenant to timely pay Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the a default under this Lease.

Landlord’s Work. Commencing with Landlord at its sole cost and expense shall construct a demising wall in the Expansion location depicted on Exhibit A attached hereto. RIDER NUMBER 1 TO SUBLEASE dated September 17, 2004 between Superstock, Inc., as Landlord, and Recruitmax Software, Inc., as Tenant OPTION TO RENEW 1. Landlord hereby grants Tenant one option to renew ("Renewal Option") the Sublease (not to include, for purposes of this Rider only, any Renewal Term, as hereinafter defined) for an additional term of two (2) years ("Renewal Term"), commencing as of the date immediately following the expiration of the Term, such option to be subject to the covenants and conditions hereinafter set forth in this Rider. 2. Tenant shall give Landlord irrevocable written notice ("Renewal Notice") of Tenant's election to exercise its Renewal Option not later than one hundred eighty (180) days prior to the expiration of the initial Term of the Sublease; provided that Tenant's failure to give the Renewal Notice by said date, whether due to Tenant's oversight or otherwise, shall render the Renewal Option null and void. 3. Tenant shall not be permitted to exercise any Renewal Option if this Sublease has terminated. Tenant's right to exercise the Renewal Option shall be subject to Landlord's review and approval in Landlord's sole discretion of Tenant's financial statements at the time of delivery of the Renewal Notice. 4. Tenant shall be deemed to have accepted the Premises in its “as "as-is” " condition as of the date hereofcommencement of the Renewal Term, subject to any other repair and maintenance obligations of Landlord under the Sublease, it being understood and agreed that Landlord shall have no additional obligation to renovate or its designated contractor remodel the Premises or any portion of the Building as a result of Tenant's renewal of the Sublease. 5. The covenants and conditions of the Sublease in force during the initial Term, as the same may be modified from time to time, shall install continue to be in effect during the Renewal Term, except that the "Base Rent" for the first year of the Renewal Term shall be at the rate then prevalent in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord Jacksonville, Florida suburban office market for similar properties (the “Landlord’s Work”). Landlord shall not be 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 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 “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00"Fair Rental Value"), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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 but in no event shall Tenant such rate be permitted to apply an amount in excess of 10% less than one percent (1%) above or be greater than five percent (5%) above the Base Rent for the year immediately preceding the first year of the total Construction Allowance towards such permissible soft costsRenewal Term, and shall escalate annually at the rate of three percent (3%). Tenant Fair Rental Value shall be determined in accordance with Section 9.18 of the Master Lease. 6. Tenant's Renewal Option shall not receive any creditbe transferable by Tenant, cash or otherwise, for any unused portion except in conjunction with a permissible assignment of the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together Sublease in accordance with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the applicable provisions of the LeaseSublease. In no event shall a subtenant have the right to exercise the Renewal Option.

Landlord’s Work. Commencing (a) Landlord shall expeditiously perform the following work (collectively, the "Landlord's Work") in accordance with the Expansion Premises Landlord's Final Plans (as hereinafter defined) after the date on which both parties have executed this Lease: (i) Landlord shall expand the Existing Shell (as defined in its “Paragraph 1 of the Lease) by approximately 135,000 square feet; and (ii) Landlord shall improve and modify the Building (as is” condition defined in Paragraph 1 of the Lease) in accordance with the specifications attached hereto as Exhibit C-1. (b) Landlord warrants to Tenant that all building systems in the Existing Shell shall be in good working order as of the date hereofof delivery to Tenant, subject to any damage arising out of any negligent or willful act of Tenant, its agents, representatives, employees or contractors. Landlord or its designated contractor further warrants to Tenant that as of the date of delivery to Tenant, the Building, as improved by the Landlord's Work (but specifically excluding the Tenant's Work), shall install in (subject to paragraph 15 of the Expansion Lease) comply with all laws, ordinances, codes and regulations including any provision of the Americans with Disabilities Act ("ADA") which apply to any structure which is a "commercial facility," Landlord not being responsible for compliance with ADA requirements applicable any portion of the Premises those initial improvements specified in final space plans which by virtue of Tenant's use constitutes a "public accommodation." Landlord also warrants the Building, as improved by the Landlord's Work, against any defects for a period of one (1) year from and construction and engineering drawings approved by Landlord (after the “Landlord’s Work”)date of delivery to Tenant. Landlord shall assign to Tenant any assignable warranties on building systems within the Premises. If any such warranties are not assignable, Landlord shall cooperate with Tenant to permit Tenant to benefit from any warranties held by Landlord on any building systems within the Premises. (c) The Landlord's Final Plans shall be obligated prepared as follows: (i) Landlord shall deliver to provide any improvements other Tenant no later than May 7, 1999, proposed final plans and specifications (the "Proposed Landlord's Final Plans") for the Landlord’s 's Work. Landlord or its contractor The Plans and Specifications shall be available consistent with the pre-architectural specifications (the "General Specifications") of Landlord's Work attached hereto as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistanceExhibit "C-1". Tenant shall pay all costs and expenses Within five (including a fee equal to 2% 5) business days after receipt of the cost Proposed Landlord's Final Plans Tenant shall, in writing, inform Landlord of Landlord’s Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work required revisions or corrections thereto. Tenant's revisions and corrections to the extent such costs and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the Proposed 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” 's Final Plans 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together aspect thereof which is materially inconsistent with the price estimates from the Approved Architect General Specifications. Any other requested change shall constitute a Change Order (as defined below). In the event Tenant shall not inform Landlord of such desired revisions or corrections within such five (5) business day period, together with any other costs required to design and complete the Proposed Landlord’s Work (other than the Unreimburseable Landlord’s Work) 's Final Plans shall be deemed approved and accepted for the purposes hereof. (ii) In the event Tenant shall inform Landlord of required revisions or corrections to the Proposed Landlord's Final Plans, Landlord shall revise the Proposed Landlord's Final Plans and shall submit the revised Proposed Landlord's Final Plans to Tenant for Tenant's approval within three (3) business days of the receipt of Tenant's comments. Tenant shall have three (3) business days after the receipt of such revised Proposed Landlord's Final Plans to review, approve or comment on the required provisions or corrections thereto. Tenant's revisions and corrections to any revision to the Proposed Landlord's Final Plans shall be limited to any aspect thereof which is materially inconsistent with the revision(s) requested by Tenant pursuant to the terms hereof. Any other requested change shall constitute a Change Order (as defined below). In the event Tenant shall not inform Landlord of such desired revisions or corrections to the revised Proposed Landlord's Final Plans within said three (3) business day period, the revised Proposed Landlord's Final Plans shall be deemed approved or accepted for the purposes hereof. This process shall continue until the Proposed Landlord's Final Plans are finally approved by Landlord and Tenant. (iii) The Proposed Landlord's Final Plans, as finally approved by Landlord and Tenant, shall collectively be referred to as the “Contract Price"Landlord's Final Plans.” During design and construction" (iv) Tenant shall not be entitled to make any Change Order without Landlord's approval, which approval shall not be unreasonably withheld or delayed. For purposes hereof, "Change Order" shall mean any alteration, substitution, addition or change to or in the event that Landlord's Final Plans requested by Tenant or any requested change to the Contract Price exceeds Proposed Landlord's Final Plans which is deemed to be a Change Order pursuant to this subparagraph (c). If at any time after the Construction AllowanceLandlord's Final Plans are approved by Landlord, Tenant desires to make a Change Order, Tenant shall pay submit to Landlord a written description of such desired Change Order. Any such Change Order shall be subject to Landlord's prior reasonable approval. Landlord shall pay one hundred percent (100%) of Landlord’s reasonable respond to Tenant as promptly as practicable with an 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 of Landlord’s estimate cost of such expensesChange Order (the "Change Order Effect Notice"). In the event Within three (3) days after receipt of any shortfall between the estimated costs and the actual costssuch Change Order Effect Notice, Tenant shall pay for all respond to such costs Change Order Effect Notice, by either withdrawing such Change Order or authorizing such Change Order. Notwithstanding the preceding sentence, if Landlord notifies Tenant that such Change Order affects the critical path of construction, Tenant shall respond to such Change Order Effect Notice within 24 hours of receipt of such critical path notification, by either withdrawing such Change Order or authorizing such Change Order pursuant to subparagraph (iv) hereof. No Change Order shall be approved by Landlord until approved in writing by ▇▇▇ Topple (the "Landlord Representative"). No Change Order shall be approved by Tenant until approved in writing by Tenant's Vice President of Finance (the "Tenant Representative"). Any Change Order approved in writing by the Landlord Representative and expenses Tenant Representative shall be binding. A failure by Tenant to so respond to any such Change Order Effect Notice within three (minus any progress payments made as aforesaid) following substantial completion and within ten (103) days after Tenant receives receipt of such Change Order Effect Notice shall be deemed a ▇▇▇▇ thereforwithdrawal of such Change Order. All amounts payable Once the cost and the schedule change, if any, for such Change Order has been approved by Tenant, all references herein to the "Landlord's Final Plans" shall be to the Landlord's Final Plans, as changed and modified pursuant to this Exhibit by such Change Order. Tenant shall be considered Additional Rent and are subject to pay Landlord, as additional rent, within thirty (30) days of demand the provisions cost of such Change Order as disclosed in the LeaseChange Order Effect Notice.

Landlord’s Work. Commencing with (a) Landlord agrees to make the Expansion improvements to the Leased Premises described in its “as is” condition as of this Section 2.3 and the date hereofattached Exhibit C to this Lease, 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 which is made a part hereof (the “Landlord’s Work”). ▇▇▇▇▇▇▇▇’s Work in the initial Leased Premises shall be substantially complete prior to December 15, 2007 (including but not limited to replacement of the roof), and ▇▇▇▇▇▇▇▇’s Work in the portions of the Leased Premises other than the initial Leased Premises shall be substantially complete prior to delivery of possession of same to Tenant. 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 “Approved Plans”). Landlord’s Work shall comply with all Laws. Any changes to the Approved Plans shall be approved in advance by Tenant, which approval shall not be unreasonably withheld or delayed. Any changes to the Approved Plans shall be in compliance with all Laws. (b) ▇▇▇▇▇▇▇▇’s performance of the portion of Landlord’s Work set forth in Exhibit C labeled “Code Compliance Improvements by Landlord” and “Roof Replacement by Landlord” shall be at Landlord’s sole cost. ▇▇▇▇▇▇▇▇’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 obligated required to provide any improvements other than the 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, either cooperate with Landlord to revise the Approved Plans to reduce or its contractor eliminate such excess costs, or Tenant shall approve the excess costs, or a combination of both. Any such approved excess costs shall be available as reasonably required paid by Tenant throughout to Landlord within 30 days of an invoice therefor following completion of the design construction process Landlord’s Work as relates to provide Tenant with budgeting 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 value engineering assistancethe monthly portion of same shall be added to, become and be paid as the monthly installments of Annual Rent. Tenant shall pay all costs and expenses (including a fee equal to 2% of If the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with 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 amount is reached. (c) As a part of “Code Compliance Improvements by Landlord” Landlord, at ▇▇▇▇▇▇▇▇’s sole cost, agrees to provide all required fire/life safety improvements to the extent such costs required by the Laws for the initial Leased Premises and expenses exceed an allowance (the “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. 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused each additional portion of the Construction AllowanceLeased Premises. After plans have been produced 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 below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowancedrawing titled Designer Shoe Warehouse E-Tail Direct Facility — Future Expansion Composite Layout, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costslast revision dated October 25, Tenant shall 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 2007, prepared by ▇▇▇▇▇ thereforCompanies (drawing no. All amounts payable pursuant to this Exhibit by 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 considered Additional Rent at Landlord’s cost. Landlord agrees that such efforts and are subject any failure to obtain such variance(s) shall not operate to excuse or extend the provisions time for Landlord’s performance of the Landlord’s obligations under this Lease.

Landlord’s Work. Commencing with at any time on or after January 1, 2018, Landlord, at Landlord’s sole expense, shall (a) remove the Expansion Premises in its “as is” condition as of internal staircase connecting the date hereofsecond (2nd) and third (3rd) floors and (b) replace the slab between the second (2nd) and third (3rd) floors (collectively, 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 (the “Landlord’s Work”). Landlord shall not be 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for shall be performed in a good and workmanlike manner. Landlord shall use reasonable efforts to complete Landlord’s construction management servicesWork no later than January 31, 2018. Any request from Landlord to commence Landlord’s Work prior to January 1, 2018, shall be submitted in writing to Tenant; provided, however, Tenant reserves the right, in its sole and absolute discretion to approve or deny such request. Tenant acknowledges that, except as set forth in Subsection III,D.(iii) incurred in connection below, Landlord’s Work will be performed exclusively after Normal Business Hours, but otherwise during the current period of Tenant’s occupancy of the Remaining Premises. Landlord shall use commercially reasonable efforts to coordinate Landlord’s Work with Tenant’s schedule to minimize disruption to Tenant’s business operations, but there shall be no diminution or abatement of Annual Basic Rent or Additional Rent or other compensation due from Landlord to Tenant hereunder, nor shall the Lease or this Third Amendment be affected or any of Tenant’s obligations thereunder reduced, and Landlord shall have no responsibility or liability for any inconvenience or disruption to Tenant’s business operations unless such inconvenience or disruption (i) is the result of negligence on the part of Landlord, its agents, employees or contractors, and (ii) substantially deprives Tenant of its use and enjoyment of the Remaining Premises. Landlord agrees to cause the general contractor performing the Landlord’s Work to the extent name Tenant as an additional insured on such costs and expenses exceed an allowance (the “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 contractor’s liability insurance policy maintained in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the connection with 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord will make certain improvements to 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 (the “Landlord’s Work”)) as set forth on that certain space plan and scope of work (collectively, the “Plans”) attached hereto as Schedule 1 and previously approved by Tenant. Landlord shall not be obligated to provide Should said Plans or 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost part of Landlord’s Work for require the preparation or development of additional plans or specifications, then Tenant shall have three (3) business days from Landlord’s construction management servicessubmission 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) incurred 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 connection with 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 on Schedule 1 attached hereto except pursuant to Section 5 below. Upon approval, or deemed approval, of such additional plans and specifications the same shall be deemed the “Plans” for the purposes of this Work Letter. Except as may be otherwise shown on the Plans, Landlord shall perform Landlord’s Work to the extent such costs using new building standard materials, quantities and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00), multiplied procedures then in use by (b) the number of square feet of rentable area in the Expansion Premises. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing Once the Approved Preliminary Plans have been determined, Landlord shall cause the Architect, Engineer and Contractor, as applicable, to prepare construction drawings for the Landlord’s Work in accordance with the Expansion Premises in its Approved Preliminary Plans and the requirements of Applicable Law (“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 (the “Landlord’s WorkDraft Construction Drawings”). Landlord shall not be 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 will provide Tenant with budgeting Draft Construction Drawings and value engineering assistance. Tenant shall pay all costs have five (5) business days to review the same and expenses approve them or notify Landlord in writing of any good faith and reasonable objections thereto (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 “Construction AllowanceDrawing Objections”) 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. 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 Tenant’s Drawing Objections shall not include matters that conform to the Approved Preliminary Plans. If Tenant fails to approve or notify Landlord of its Drawing Objections within such five (5) business day period, Landlord may so notify Tenant, in no event which case Tenant shall be deemed to have approved the Draft Construction Drawings unless Tenant be permitted provides Landlord with its approval or Drawing Objections within three (3) business days after Landlord’s reminder notice. Landlord and Tenant shall work together in good faith to apply an amount resolve any Drawing Objections that are timely raised by Tenant in excess of 10% accordance with this paragraph and, if they are unable to do so within five (5) business days after Landlord’s receipt of the 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 belowDrawing Objections, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for cause the completion Draft Construction Drawings to be revised as nearly as possible to conform to the Approved Preliminary Plans and the requirements of Applicable Law. The term “Approved Construction Drawings” means the final version of the Landlord’s WorkDraft Office Lease Exhibit G, (b) share Page 3 Construction Drawings mutually approved by Landlord and Tenant in accordance with this paragraph or, if they are unable to so agree, the bids with Tenant’s Authorized Representative and solicit his or her input on final version of the same, and (c) shall make Draft Construction Drawings resulting from the selection of such contractor (revisions required by the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budgetimmediately preceding sentence, together with such revisions as may be required as a condition to the price estimates from the Approved Architect Required Approvals (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing LANDLORD has prepared complete working drawings and specifications (the "Building Plans") which are attached hereto as Exhibit B. and made a part hereof. LANDLORD shall cause to be done all work set forth in the Building Plans except work specifically designated as work to be done by TENANT ("LANDLORD's Work"). LANDLORD warrants that Building Plans shall conform to applicable governmental requirements (including, without limitation, all applicable federal, state and local laws relating to "architectural barriers" affecting the physically handicapped and to all environmental protection and zoning laws); and to sound and generally accepted engineering practices as applied to the site conditions. The Building Plans have been submitted to TENANT for its approval, and TENANT has approved the same. Neither TENANT's approval of the Building Plans nor any inspection TENANT may make of LANDLORD's Work shall relieve LANDLORD of its obligations to design and perform LANDLORD's Work in accordance with the Expansion Premises requirements stated in its “as is” condition as this Article, and LANDLORD shall make all changes required to cure LANDLORD's failure to discharge those obligations. LANDLORD shall be solely responsible for both the cost of and any delay resulting from any correction in LANDLORD's Work performed in accordance with the date hereofBuilding Plans, Landlord or its designated contractor shall install which correction is required by any governmental authority having jurisdiction. TENANT may require changes ("Elective Changes"), in the Expansion Premises those initial improvements specified in final space plans Building Plans and construction work after TENANT's final approval thereof, other than those which may become necessary. If any Elective Changes made by TENANT shall result in a net increase or decrease in the cost of LANDLORD's Work, then the amount of such net increase or decrease shall result in an increase or decrease in the Minimum Annual Rent payable in accordance with Article 5 hereof. All such Changes, whether Elective or otherwise, shall be submitted by written "change order" signed by TENANT, it being understood and engineering drawings approved by Landlord (the “Landlord’s Work”). Landlord agreed that TENANT shall not be obligated required to provide accept and/or pay for any improvements other work deviating from the Building Plans which is not covered by a proper "change order" or pay more for such work than the Landlord’s Workis stated in such "change order". Landlord Increased or its contractor reduced amounts payable on account of any Elective Change required by TENANT shall be available as agreed upon between LANDLORD and TENANT in advance before any such change is effectuated. Such increased or decreased costs shall be certified to by LANDLORD's architect or engineer or contractor. On TENANT's written request therefor, LANDLORD shall deliver to TENANT reasonably required by Tenant throughout satisfactory evidence substantiating in detail the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of changes in the cost of Landlord’s 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 “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. 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 10% of the 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 shall (a) solicit bids resulting from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “BudgetTENANT'S Elective Changes.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

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 (the “Landlord’s Work”). Landlord shall not be 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 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 Subject to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product provisions of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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 10% of the 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 Section 2 below, Landlord shall perform improvements to the Premises substantially in accordance with the plans and preliminary project budget prepared by On Commercial Construction (a) solicit bids from not less than two “OCC”), dated April 28, 2016, attached hereto as Exhibit A-I and Exhibit A-2 (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with as such plans may be modified in Landlord and Tenant’s Authorized Representative mutual and solicit his or her input on the samereasonable discretion, and (c) shall make the selection of such contractor (the “ContractorPlans”) based upon price, schedule and expected value, and the selected bid price shall ). The improvements to be referred to herein as the “Budget.” The Budget, together performed by Landlord in accordance with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively Plans are hereinafter referred to as the “Contract PriceLandlord Work.” During design It is agreed that construction of the Landlord Work is intended to be “turn-key” and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of will be completed at Landlord’s reasonable estimate sole cost and expense (subject to the Maximum Amount and further subject to the terms of those costs Paragraphs 4 and expenses (if any5 below) which exceed the Construction Allowance using Building Standard methods, materials and finishes, on a phased schedule, on or before the tenth (10th) day after the date January 1, 2017. Landlord gives and Tenant notice of agree that Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall obligation to pay for all such costs the cost of Landlord Work (inclusive of the cost of preparing Plans, obtaining permits, Landlord’s construction management fee, and expenses other related costs) shall be limited to $557,685.00 (minus any progress payments made as aforesaidi.e. $17.00 per rentable square foot of the Premises) following substantial completion (the “Maximum Amount”) and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by that Tenant shall be considered Additional Rent and are subject responsible for the cost of Landlord Work, plus any applicable state sales or use tax, if any, to the provisions extent that it exceeds the Maximum Amount. 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 subcontractors used in connection with the Landlord Work. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed a 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 accordance with the Plans and any revisions thereto will be adequate for Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the Leasedesign of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment).

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 (the The “Landlord’s Work”). Landlord ” shall not be obligated consist of certain work on the existing exterior doors to provide any improvements other than the Landlord’s Work. Landlord or its contractor shall be available Additional Premises, as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistancespecifically described on Exhibit “B” attached hereto. Tenant shall pay all costs provide Landlord 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 its contractor reasonable access to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal Additional Premises as necessary or desirable 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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (in a timely manner and without unreasonable interference from Tenant, its agents, employees and contractors, provided that both Landlord and Tenant and their respective contractors shall conform with Tenant’s contractor’s schedule and work for the Additional Tenant Improvements in such a manner as to maintain harmonious labor relations and as not to interfere with or delay the work of the other than party’s contractors. Landlord shall use commercially reasonable efforts to complete the Unreimburseable Landlord’s WorkWork within thirty (30) shall be collectively referred days after the Effective Date, subject to as Tenant’s obligations regarding cooperation and access in this Section 4.1 and further subject to any delay caused by Tenant, its employees, agents or contractors or resulting from work on the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Additional Tenant Improvements. Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within have ten (10) days after following Landlord’s written notice to Tenant receives a ▇▇▇▇ thereforthat the Landlord’s Work has been completed in which to notify Landlord of any defects in the construction of Landlord’s Work, which Landlord shall promptly and diligently correct following receipt of such notice, subject to Tenant’s obligations regarding cooperation and access in this Section 4.1. All amounts payable pursuant If Tenant fails to this Exhibit notify Landlord of any such defects within such ten day period, or upon completion by Landlord of any correction work with respect to any defects so noted by Tenant, Tenant shall be considered Additional Rent deemed to have acknowledged that the Landlord’s Work has been completed by Landlord and are subject accepted by Tenant and Landlord shall have no further obligations to Tenant with respect to the provisions of the LeaseLandlord’s Work.

Landlord’s Work. Commencing with (a) Except as provided in paragraph 6(b) below, Tenant agrees to accept the Expansion Premises New Space in its “as "as-is” condition as of " and "where-is" condition. (b) Landlord shall complete the date hereof, Landlord or its designated contractor shall install work set forth in the Expansion Premises those initial improvements specified in final space plans Plans and construction and engineering drawings approved by Landlord Specifications attached to this Amendment as Exhibit "B" to prepare the New Space for Tenant's occupancy (the “"Landlord’s 's Work”)") 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 not be obligated responsible for all costs to provide any improvements other than complete the Landlord’s '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 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 “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. 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, in the event that in no event shall Tenant be permitted desires to apply an amount in excess of 10% of make any changes or additions to the total Construction Allowance towards Plans and Specifications attached hereto as Exhibit "B" after the date hereof, and such permissible soft costs. Tenant shall not receive any credit, cash changes or otherwise, for any unused portion of additions increase the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion cost of the Landlord’s 's Work, (b) share then Landlord shall notify Tenant of the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make the selection amount of such contractor increase, whereupon Tenant shall promptly advise Landlord whether or not Tenant wants to implement such changes or additions (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other such excess costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively hereinafter being referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, "Required Excess Funds"). Tenant shall pay Landlord shall pay one hundred percent any such Required Excess Funds within five (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (105) days after Tenant receives a ▇▇▇▇ receipt of statements therefor. All amounts payable pursuant Landlord shall have the right not to this Exhibit complete any work to be paid for with the Required Excess Funds until such Required Excess Funds have been received by Tenant Landlord. (c) Landlord is only obligated to 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 considered Additional Rent and are completed by Tenant, at Tenant's sole cost, subject to the provisions of Landlord's approval as set forth in the Lease.

Landlord’s Work. Commencing (a) Landlord shall construct a "finished" Building pad for Tenant's Building. Landlord to deliver Building pad at 8 inches below finish grade with accepted soils to support Tenant's Building, properly compacted, with all erosion and sediment controls in place. All utilities, adequate for Tenant's use, shall be extended to 5 feet inside the Expansion Premises in its “as is” condition as of the date hereofTenant's Building pad at locations reasonably determined by Tenant, Landlord including all tap connection utility fees 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 (the “Landlord’s Work”)charges. Landlord shall not be obligated to provide any improvements other than the Landlord’s Workresponsible for storm water systems and management. Landlord or its contractor shall complete all other site improvements outside of the Building pad and sidewalk curb line, including without limitation, paving, curb and gutters, sidewalks, irrigation, landscaping, site lighting, trash corrals, loading areas and related screen walls, off site construction work in accordance with the Site Plan attached as Exhibit A to the Lease and the Development Plans identified in Exhibit B-1 (the "Plans and Specifications"); provided, however, the buildings (exclusive of the Premises and the grocery store) will be available as reasonably required deemed completed when certified by Tenant throughout Landlord's architect that the design construction process to provide Tenant with budgeting buildings (exclusive of the Premises and value engineering assistancethe grocery store) are substantially completed exclusive of interior improvements. Tenant Landlord shall pay also be responsible for all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work for Landlord’s construction management services) incurred any Public Works proffers or other development conditions, if any. All such work described in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of this subsection (a) Nine and 00/100 dollars ($9.00), multiplied by is collectively referred to herein as the "Site Improvements". (b) Landlord shall amend the number Plans and Specifications, if necessary, so they shall be consistent with plans given to Landlord by Tenant showing the location of square feet of rentable area in the Expansion Premisesutility lines to Tenant's Building. (c) Landlord will apply for and use reasonable efforts to obtain, at its own expense any and all necessary permits and variances that are necessary to construct the Site Improvements, including, without limitation, any such permits pertaining to utilities, curb cuts, driveways (including ingress and egress to public thoroughfares), and architectural elevation approvals specific to Silver Diner's Building. Notwithstanding anything herein to the contrary, Landlord shall not be responsible for or obligated to obtain a building permit for the Construction Allowance Tenant's Building and Tenant shall be used responsible for obtaining the building permit for Building or other improvements to fund the installation of permanent leasehold improvements included in the Landlord’s Workbe performed by Tenant, as well as certain “permissible soft costs” directly associated with any Health Department approval specific to Tenant's Building, at its own expense. (d) Landlord shall provide to Tenant testing results relating to work on the preparation Premises from licenses engineers and/or testing labs for tests conducted by Landlord. All tests must meet the criteria established in the Plans and installation Specifications. Test results, as completed, shall be sent to Landlord and Tenant. Upon completion of the Landlord’s Work (which “soft costs” shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision Tenant's Building pad 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 10% of the 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 belowsite grading, Landlord shall provide a report from a licensed surveyor stating to Tenant that the Premises has been graded to the elevation required in the plans and specifications. (ae) solicit bids from not less than two After the awarding of the construction contract(s) by Landlord and receipt of the necessary Permits, Landlord shall cause the commencement and diligent continuance of the construction of the Site Improvements until completion. (2f) qualified general contractors Landlord shall be responsible for the completion supervision of the Landlord’s Work, (b) share construction of the bids with Tenant’s Authorized Representative and solicit his or her input on the sameSite Improvements, and (c) shall make use reasonable efforts to advise and consult with Tenant as to material elements of the selection work and its progress. Tenant and its designated architect and/or engineer, at its own expense, may visit the job site to inspect the progress and performance of such contractor (the “Contractor”) based upon price, schedule and expected value, work and the selected bid price shall be referred to herein materials being incorporated into the Site Improvements, so long as the “Budget.” The Budget, together Tenant and its designated architect and/or engineer do not interfere with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Priceconstruction of Site Improvements.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Except as otherwise specifically provided, Landlord, at its expense, shall furnish, install and perform in the Expansion Premises in its “as is” condition as Premises, using Building Standard materials and quantities, all 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 work (the “Landlord’s Work”)) shown on the working drawings (the “Plans”) hereafter to be prepared by Tenant (with the cooperation of Tenant’s architect) and approved by Landlord, which approval shall not be unreasonably withheld or delayed if the Plans are consistent with the work shown on the layout plan annexed to this Work Agreement as Exhibit C-1. Tenant shall submit the Plans to Landlord on or before April 16, 2010, time being of the essence. If Landlord shall object to any part of the Plans, such objections shall be made in a writing given by Landlord to Tenant within five (5) Business Days after Landlord’s receipt of the Plans, which objections shall be set forth in such notice in sufficient detail to enable Tenant to modify such Plans in order to make them acceptable to Landlord. Tenant shall cause the Plan to be modified within three (3) Business Days after Landlord shall have given its comments to Tenant. Landlord shall not be obligated respond to provide any improvements other than such revised plans within three (3) Business Days after Landlord’s receipt thereof. Notwithstanding anything contained herein to the contrary, Landlord’s costs and expenses incurred with respect to Landlord’s Work. Landlord or its contractor , Additional Work (as hereinafter defined) and the cost of permits, filing fees and Landlord’s expediter, shall be available as reasonably required by not exceed the amount of the Tenant throughout Improvement Allowance defined in this Lease (“Landlord’s Maximum Work Cost”); provided, however, Landlord’s Maximum Work Cost will not include Landlord’s costs with respect to the design construction process review, comments to provide Tenant with budgeting and value engineering assistanceapproval of the Plans. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost in excess of Landlord’s Maximum Work for Cost upon demand and as otherwise directed by Landlord. Landlord’s construction management services) incurred in connection with the bidding, pricing and change orders shall be on an open-book basis. Landlord and Tenant agree that Landlord shall bid out Landlord’s Work to at least the extent following General Contractors: TriStar, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, StructureTone, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ and ACC Construction, and each such costs General Contractor will bid all major trades to at least three (3) subcontractors who are pre-qualified to perform work in the Building and expenses exceed an allowance who have been provided with a copy of the project schedule. The General Contractors shall provide their fee (as a percentage of the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00work), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrarygeneral conditions and general requirements separately, 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 balance 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 subcontractor work provided 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of the Construction Allowancelump sum. After plans have been produced as set forth belowthe bids are received, Landlord shall recommend the selection of a General Contractor, subject to Tenant’s approval (a) solicit bids from which shall not less than be unreasonably withheld). (Tenant shall approve or reject such recommendation within two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the sameBusiness Days, and (c) if Tenant shall make the selection fail to respond within such period of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowancetime, Tenant shall pay Landlord shall pay one hundred percent (100%) of be deemed to have approved Landlord’s reasonable estimate of those costs and expenses (if anyrecommendation.) which exceed After a General Contractor has been selected, such General Contractor shall provide the Construction Allowance on or before the tenth (10th) day after the date Landlord gives subcontractors’ bids, including line item scopes, for Tenant’s review. Tenant notice of shall respond to Landlord’s estimate submission of such expensesany change orders within two (2) Business Days. In the event of any shortfall between the estimated costs and the actual costs, that Tenant shall pay for all such costs and expenses (minus fail to so respond, any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit change in Landlord’s Work or the Additional Work requested by Tenant shall be considered deemed to have been disapproved and withdrawn by Tenant, and any change in Landlord’s Work or the Additional Rent and are subject Work requested by Landlord shall be deemed to have been approved by Tenant. Notwithstanding the provisions foregoing, any changes as may be required by any Government Authority or department thereof affecting the construction of the LeaseBuilding and/or the Premises or any Landlord’s Work or any Additional Work to be performed therein may be complied with by Landlord in completing the same and shall not be deemed a violation of the Plans or any provision of this Schedule C and shall be accepted and approved by Tenant.

Landlord’s Work. Commencing with A. As used herein, "Tenant's Floor Plans" shall mean the Expansion plans for the Premises in its “as is” condition as of the date hereofspecified on (or annexed hereto as) Exhibit B, Landlord or its designated contractor annexed: -Tenant's Plans" shall install in the Expansion Premises those initial improvements specified in final space mean architectural plans and construction and engineering working drawings approved by Landlord (the “Landlord’s Work”). Landlord shall not be 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 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 “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. 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 drawingsthe Premises, permitting fees, engineering fees, supervision based upon Tenant's Floor Plans and labor charges incorporating Landlord's building standard materials and improvements (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 10% of the 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 belowon Exhibit E, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the sameannexed), and -Landlord's Work" shall mean (ci) shall make the selection of work shown on Tenant's Plans and (ii) such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses work (if any) which exceed as may be necessary to cause the Construction Allowance plumbing, electrical and other mechanical systems serving the Premises to be in good working, order (including, without limitation, such work (if any) as may be necessary to cause the HVAC system serving the Premises to operate in accordance with the standards set forth on or before Exhibit G, annexed). Following the tenth execution of this Lease, Landlord shall prepare Tenant's Plans, and shall submit the same to Tenant for Tenant's approval. Within three (10th3) day business days after the date Landlord gives Tenant notice Tena▇▇'▇ ▇eceipt of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costsTenant's Plans, Tenant shall pay for all such costs and expenses either approve Tenant's Plans or notify Landlord of any respect(s) in which Tenant requires that Tenant's Plans be modified. (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a Tena▇▇'▇ ▇▇ therefor. All amounts payable pursuant ailure to this Exhibit by Tenant respond prior to the expiration of such three (3) day period shall be considered Additional Rent deemed to constitute approval of Tenant's Plans as submitted by Landlord.) Promptly following Tenant's approval of Tenant's Plans (which approval shall not be unreasonably withheld or delayed), Landlord shall undertake Landlord's Work. Except as otherwise provided in this Lease, all of Landlord's Work shall be completed at Landlord's sole cost and are subject to the provisions of the Leaseexpense.

Landlord’s Work. Commencing Except as otherwise agreed upon in writing, Landlord shall perform improvements to the Premises in accordance with the Expansion Premises in its “worklist attached to this Work Letter as is” condition as of Schedule 1 to this Exhibit (the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial ”Worklist”). The improvements specified in final space plans and construction and engineering drawings approved to be performed by Landlord (in accordance with the Worklist are referred to as “Landlord’s Work”). Landlord’s Work shall be done with such minor variations as Landlord may deem advisable, so long as such variations will not substantially vary from Worklist or materially interfere with the permitted use of the Premises. Landlord shall enter into a direct contract for Landlord’s Work with a general contractor selected by Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditioned, or delayed. Upon request, ▇▇▇▇▇▇▇ may request one or more general contractors to bid on the Landlord’s Work and the Landlord shall reasonably consider such general contractor candidates so long as the same comply with Landlord’s insurance and standard contractor guidelines. In addition, Landlord shall have the right to select and approve of any subcontractors used in connection with Landlord’s Work. Tenant acknowledges and agrees that, except as expressly set forth on the Worklist or as otherwise agreed upon in writing, Landlord’s Work shall be constructed using Building-standard materials designated by Landlord for the Building. In no event shall Landlord’s Work include any costs or expenses of any consultants retained by Tenant with respect to design, procurement, installation or construction of improvements or installations, whether real or personal property, for the Premises. Landlord will not require Tenant to remove the Landlord’s Work upon the expiration or earlier termination of the Lease. Landlord will reasonably cooperate with Tenant in order to perform Landlord's work with a minimum of disruption to Tenant's business; provided, Landlord will not be obligated to provide incur 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 value engineering assistance. Tenant shall pay all additional 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord shall, at its sole cost and expense, fully fund and complete 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 (the “Landlord’s Work”Work as described on Exhibit B. Landlord shall select and contract with general contractor, manage architectural drawings (subject to Tenant’s reasonable approval), and coordinate and manage the construction project and activities. Landlord shall not be obligated to provide any improvements other than enter into a construction contract or contracts for the purpose of constructing 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 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 cause the Landlord’s Work to be completed in a first-class workmanlike manner using existing Building standard finishes (unless otherwise expressly stated), in accordance with the floor plans and architectural drawings approved by Tenant, and in accordance with all applicable laws, ordinances, and statutes. Landlord warrants that the Landlord’s Work shall be free from defect in material and workmanship. Landlord shall obtain all necessary permits for the Landlord’s Work and to the extent such costs and expenses exceed an allowance required by applicable law, a new certificate of occupancy for the Leased Premises. ▇▇▇▇▇▇▇▇ agrees that the Landlord’s Work shall be completed on or before October 1, 2019 (the “Construction AllowanceOutside Completion Date”) equal ). In the event that ▇▇▇▇▇▇▇▇ fails to complete the product Landlord’s Work and deliver possession of the Leased Premises to Tenant on or before the Outside Completion Date, then Tenant shall receive a per diem credit against the next installments of Monthly Rent due under the Lease for each day after the Outside Completion Date that Landlord fails to complete the Landlord’s Work and deliver the Leased Premises. In addition, in the event that ▇▇▇▇▇▇▇▇ fails to complete the Landlord’s Work and deliver possession of the Leased Premises to Tenant on or before December 1, 2019 (a) Nine and 00/100 dollars ($9.00the “Extended Completion Date”), multiplied by (b) the number of square feet of rentable area then Tenant, in the Expansion Premisesaddition to any other remedies afforded at law or in equity, may terminate this Lease upon notice to Landlord. Upon such termination, all prepaid Monthly Rent and other amounts shall be promptly returned to Tenant. Notwithstanding anything herein to the contrarycontrary herein, one day shall be added to the Outside Completion Date and the Extended Completion Date, for each day that Landlord is delayed because of a Tenant Delay (as hereinafter defined). For purposes hereof, the Construction Allowance term “Tenant Delay” shall be used mean any actual delays to fund the installation completion of permanent leasehold improvements included the Landlord’s Work stemming from (i) any changes in writing from Ms. ▇▇▇▇▇ ▇▇▇▇▇ (of Tenant) to the scope of the Landlord’s Work, as well as certain “permissible soft costs” directly associated or (ii) any failure of Tenant to respond to ▇▇▇▇▇▇▇▇’s request for information or approval in connection with the preparation and installation completion of the Landlord’s Work within four (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 invoice4) and temporary utilities consumed during construction); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the total Construction Allowance towards business days after such permissible soft costsrequest. 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the Upon completion of the Landlord’s Work, (b) share Tenant shall have the bids with Tenant’s Authorized Representative right to inspect the Leased Premises and solicit his to prepare and submit to Landlord a punch list of any incomplete 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete nonconforming work included in the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay . Landlord shall pay one hundred percent (100%) of Landlord’s complete such work as is detailed on said punch list in a commercially-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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasetime.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as (a) Prior to delivery of possession of the date hereofPremises to Tenant, Landlord or its designated contractor shall install complete the work described in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord Exhibit “E” (the referred to as “Landlord’s Work”). Landlord shall not be obligated provide an allowance of $12.50 per square foot of the office area only 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of cover the cost of Landlord’s Work Work, and in addition. Landlord shall pay for the cost of installing the bathrooms and demising wails (which shall be in addition to the $12.50 allowance.) Tenant shall be responsible for any costs in excess of $12.50/ft of the office area, which excess shall be paid to Landlord upon demand. (b) Provided Tenant has paid the first month’s rent, and security deposit and delivered evidence of insurance as required by this Lease, Landlord shall use reasonable efforts to complete Landlord’s construction management services) incurred Work and deliver possession of the Premises to Tenant by July 15, 2004, subject to Tenant delays, delays in connection vacating by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, permit delays, and other delays beyond Landlord’s reasonable control. All work shall be performed by Landlord in a good and workmanlike manner, using new materials where components are being replaced or added, and upon completion of the Work the Premises will be delivered to Tenant in compliance with all applicable laws, ordinances and codes. Tenant acknowledges that Landlord intends to utilize many existing components and systems within the Premises, including without limitation the HVAC system. Landlord shall deliver the Premises with all mechanical, HVAC, electrical, plumbing and other related systems in good working order on the Commencement Date. Except for Tenant delays, if Landlord has not substantially completed the Landlord’s Work to on or before July 15, 2004, then the extent such costs and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contrary, the Construction Allowance Commencement Date shall be used extended one day for each day of delay until Landlord is able to fund deliver possession of the installation Premises to Tenant with Landlord’s Work complete. Landlord shall have the right to complete punchlist items of permanent leasehold improvements included in the Landlord’s Work during Tenant’s occupancy and Tenant shall not unreasonably interfere with 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within Within ten (10) days after of delivery of possession to Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeasePremises, Landlord shall schedule with Tenant a walk through for the purpose of determining unperformed and improperly performed work.

Landlord’s Work. Commencing with Provided the Expansion Premises Lease has been fully executed and Tenant is not in its “as is” condition as of the date default hereof, Landlord or its designated contractor shall install in carry out the Expansion below-noted work to the Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “"Landlord’s 's Work”). Landlord shall not be 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 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 prior to the extent such costs Commencement Date, subject to Unavoidable Delay and expenses exceed an allowance (the “Construction Allowance”) equal to the product of delays caused by Tenant: (a) Nine and 00/100 dollars Ensure all existing base building light fixtures are in good working order, replacing any burnt-out or non- functioning fixtures ($9.00)including fluorescent tubes, multiplied by light bulbs, halogen & Pot lights) with base building standard fixtures; (b) Repair and/or replace any missing, damaged or stained window blinds throughout the number of square feet of rentable area in the Expansion Premises. 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 Premises 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and building standard window blinds; (c) shall make Repair or replace any damaged or discoloured ceiling tiles or t-bar with base building standard ceiling tiles or t-bar; (d) Ensure the selection of such contractor HVAC and electrical capacity and distribution servicing the Premises is sufficient for a typical office user based on the existing layout; (e) Ensure the “Contractor”Premises meets all required local building and fire codes; (f) based upon price, schedule Leave the Premises in a vacant and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect broom swept condition; and (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Workg) shall be collectively referred to as the “Contract Price.” During design and construction, in the event Provided that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ thereforexercises their right to terminate, the Landlord shall construct a demising wall from the adjacent premises as per its base building specifications where indicated on Schedule “A” If Tenant has been granted occupancy of the Premises prior to completion of Landlord's Work then Tenant shall permit Landlord unrestricted access to the Premises, shall cooperate with Landlord and shall not disrupt or interfere with ▇▇▇▇▇▇▇▇'s Work. All amounts Any increased costs which Landlord incurs or will incur as a result of a change to Landlord's Work requested by ▇▇▇▇▇▇ and approved by Landlord will be the Tenant's responsibility and will be payable pursuant to this Exhibit by Tenant shall be considered to Landlord, as Additional Rent and are subject to the provisions of the LeaseRent, upon demand.

Landlord’s Work. Commencing with Landlord, at its expense. shall provide Tenant a Tenant improvement allowance (Allowance) in the Expansion Premises in its “as is” condition as amount of Ten Thousand Three Hundred Seven-Four and 00/100 ($10,374.00). The Allowance shall be paid by Landlord to Tenant within 30 days after receipt from Tenant of copies of the date hereofinvoices for which payment is requested, Landlord or its designated contractor shall install in together with: (i) Tenant’s application for payment which will include all copies of invoices Tenant is requesting payment for. and (ii) lien waivers for all the Expansion Premises those initial improvements specified in final space plans Work, and construction and engineering drawings approved by Landlord (Tenant's certification that the “Landlord’s lien waivers represent all the Work”). Landlord shall not be 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 value engineering assistance. Tenant shall pay indemnify Landlord and save it harmless from all costs claims, damages. losses, liabilities and expenses (including a fee equal to 2% reasonable attorney's fees) arising out of the cost Work or any act or omission of Landlord’s Tenant. Tenant's Contractor or Tenant's Representatives in performing the Work. Tenant shall not cause any mechanics' liens or other liens and encumbrances (collective. Work for Landlord’s construction management servicesliens) incurred to be filed against the Land. the Building or the Premises in connection with the Landlord’s Work. If any Work to the extent such costs and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contrary, the Construction Allowance Lines 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowanceso filed, Tenant shall pay indemnify and defend Landlord fir. from and against any Work Liens filed by any person claiming through or under Tenant and against all costs. expenses. losses and liabilities (including reasonable attorneys' fees) incurred by Landlord in connection with any such Work Lien or any action or proceeding brought thereon. Tenant at its expense shall pay one hundred percent (100%) procure the discharge of record of all such Work Liens within 20 days after notice thereof. Landlord’s reasonable estimate 's contribution to Improvements shall be. and hereby is limited to, the foregoing work. and any additional work shall be the sole responsibility of those costs and expenses (if any) which exceed Tenant, the Construction Allowance on or before payment for the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate expense of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all additional work (should Landlord perform such costs and expenses (minus any progress payments made as aforesaidadditional work) following substantial completion and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts to be payable pursuant to this Exhibit by Tenant shall be considered to Landlord as Additional Rent and are subject to the provisions of the LeaseRent.

Landlord’s Work. Commencing with A. A complex of building shells and Common Area improvements of exterior and interior design and materials as determined by Landlord substantially as shown in Exhibit A. B. If any partitions are required to separate the Expansion Leased Premises in its “as is” condition as from adjacent spaces, Landlord shall install metal stud framing only, after Tenant has performed any demolition necessary to accommodate installation of said framing. Such stud framing shall extend from the floor slab of the date hereof, Leased Premises to the underside of the floor or roof structure. ▇▇▇▇▇▇’s reimbursement to 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 (the “Landlordfor ▇▇▇▇▇▇’s Work”). Landlord shall not be 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% share 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 “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. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements work is 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 fee identified in no event shall Tenant be permitted to apply an amount in excess of 10% of the total Construction Allowance towards such permissible soft costsExhibit B-1 for Landlord provided facilities. 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with install gypsum board on Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make the selection side of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred stud framing to herein underside of structure as the “Budgetrequired for a one-hour fire resistant separation.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in C. In the event that the Contract Price exceeds Leased Premises are located in a retail development, or in an expansion wing of a retail development, which development or expansion wing shall not yet have opened for business to the Construction Allowancepublic, and Tenant shall pay be able to complete its construction within the Leased Premises prior to such opening, Landlord shall pay one hundred percent (100%) not provide a temporary barricade at the storefront lease line, except to the extent that Landlord shall determine that such barricade is necessary or desirable. If the Leased Premises are not located in such a development or in such an expansion wing, or if Tenant shall be unable to complete the construction of the Leased Premises and to open for business at the time that such development or expansion wing, as applicable, first opens for business to the public, Landlord shall provide, for Tenant’s use during construction and demolition, a temporary barricade at the storefront lease line. Tenant shall reimburse Landlord for any such temporary barricade provided by Landlord. Landlord shall remove the storefront barricade upon completion of Tenant’s reasonable estimate of those costs Work and expenses (if any) which exceed when ▇▇▇▇▇▇ is prepared to open for business as determined by Landlord. Landlord shall have the Construction Allowance on or before option, by written notice to Tenant, to require Tenant to remove the tenth (10th) day after storefront barricade and to store the date same at a location specified by Landlord gives Tenant notice of Landlord’s estimate of such expenseswithin the regional retail development. In the event of any shortfall between the estimated costs and the actual costssuch removal by Tenant, Tenant shall pay be responsible for all any damage caused to the barricade by such costs removal and expenses storage. In either case, Tenant shall immediately repair any damage caused to the Leased Premises by the removal of the barricade. D. If the entire Leased Premises shall not have been previously occupied by another tenant or occupant, the provision of utility connections by Landlord shall be as set forth under Section II of Exhibit B-1. If the entire Leased Premises shall have been previously occupied, and the following utilities or utility stubs are not contained within the Leased Premises, Landlord shall cause said utilities to be extended to within the Leased Premises at a point which is closest to Landlord’s pickup point. Such utilities shall include: sanitary, domestic cold water, plumbing vent (minus any progress payments made as aforesaid) following substantial completion where applicable), fire protection, and within ten air conditioning supply duct stub (10) days after Tenant receives a ▇▇▇▇ thereforwhere applicable). All amounts payable pursuant Refer to Exhibit B-1 (and/or to other construction exhibits, if any, attached to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease) for additional information on certain utilities.

Landlord’s Work. Commencing (a) Landlord's Work includes all of the improvements to the Premises which Landlord has agreed to make or perform, and Landlord has not agreed to make or perform any other improvements or work to or on the Premises. Landlord will demolish and remove the leasehold improvements currently located in the Premises at its cost without reimbursement from Tenant and not to be paid for out of the Tenant Improvement Allowance, except that the Tenant Improvement Allowance will be applied to pay the applicable remodeling tax. (b) It is agreed that Landlord's Work shall be limited to contracting for and coordinating the "build-out" of the Premises in accord with the Expansion plans and specifications prepared by the space planner and/or architect engaged and paid for by Tenant. Tenant shall cause its space planner/architect to prepare detailed space plans for the Premises in its “as is” condition as and provide same for review by Landlord not later than five (5) business days after full execution and delivery of the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans lease by Tenant and construction and engineering drawings approved by Landlord (the “Landlord’s Work”). Landlord shall have five (5) business days after receipt of the plans to approve or disapprove them which approval shall not be obligated to provide any improvements other than unreasonably withheld or delayed. At such time as the space plans are approved by Landlord’s , Tenant's architect and engineer shall prepare final working drawings for 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 value engineering assistance. Tenant shall pay within five (5) days business after receipt of Landlord's comments, submit such working drawing to Landlord for review, and Landlord shall approve or disapprove such drawings within five (5) business days after receipt. The working drawings shall include architectural, mechanical and electrical drawings for all costs work shown on the approved space plan. Tenant shall be solely responsible for assuring that the plans and expenses (working drawings call for building work and materials which are fully in compliance with all federal, state and local building requirements, including a fee equal but not limited to 2% American Disabilities Act and building code requirements. Tenant shall defend, save and hold Landlord harmless from any claims or causes of action of whatsoever nature arising from the failure of the cost plans and working drawings to meet such standards. Tenant shall have the right to select any architect, space planner, and engineer it desires subject to Landlord's approval, which shall not be unreasonably withheld. Landlord shall pay, without reimbursement from Tenant, the costs incurred by it to review and approve plans and specifications. Tenant shall not be in default thereunder if Landlord and Tenant fail to agree upon such working drawings and no Tenant Delay shall result from any such failure. However, if Landlord and Tenant do not agree upon such working drawings by August 20, 1995, either Landlord or Tenant shall have the right to terminate this Lease. (c) After approval by Landlord of the working drawings for the Landlord's Work, Landlord shall submit the drawings to the appropriate governmental body for plan checking and a building permit. Landlord, with Tenant's cooperation, shall cause to be made any change in the working drawings necessary to obtain the building permit. After final approval of the working drawings, no further changes thereto may be made without the prior written approval of both Landlord and Tenant which approval shall not be unreasonably withheld or delayed. (d) Landlord shall perform Landlord's Work without any construction management fees, in accordance with the Plans and Specifications, in a good and workmanlike manner, and in compliance with all applicable laws, statutes, ordinances, codes, rules and regulations, including without limitation zoning and building ordinances and codes. Such work shall be completed as soon as reasonably possible, subject to Force ▇▇▇▇▇▇. Tenant shall have the right to approve all contractors, which approval shall not be unreasonably withheld, under the following conditions: (1) Tenant must exercise such approval rights within two (2) business days of Landlord’s Work for 's notice to Tenant of the proposed contractors and (2) if Tenant fails to act on Landlord’s construction management services's notice of proposed contractors within two (2) incurred in connection with business days, the Landlord’s Work to contractors shall thereby be approved. (e) Landlord shall pay the extent such costs and expenses exceed an allowance amount of the Tenant Improvement Allowance toward the total cost (the “"Construction Allowance”Cost") equal to of performing Landlord's Work. In 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. Notwithstanding anything herein to the contrary, event the Construction Allowance Cost shall exceed the amount of the Tenant Improvement Allowance, such excess shall be used paid by Tenant. Prior to fund the installation commencement of permanent leasehold improvements included in the Landlord’s Work, as well as certain “permissible soft costs” directly associated with the preparation construction and installation of the Landlord’s Work (which “soft costs” 's Work, Landlord 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 provide Tenant be permitted to apply with an amount in excess of 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion estimate of the Construction AllowanceCost. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (c) shall make the selection of If such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price estimate exceeds the Construction Tenant Improvement Allowance, Tenant shall pay such excess to Landlord in advance and such advance payment shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed be used first in paying the Construction Allowance on or before the tenth (10th) day after the date Cost. Upon Substantial Completion, and provided that Landlord gives has provided Tenant notice with a certificate for payment and a statement of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costsConstruction Cost, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and Tenant, within ten (10) days after its receipt of said certificate for payment and statement of the actual Construction Cost, shall pay Landlord any remaining portion of the Construction Cost to be paid by Tenant. (f) If any change in the Plans and Specifications, other than a change required by Landlord unrelated to building code or other governmental standards, or Tenant's request for any such change or the work required in processing such request, causes a delay in Substantial Completion of Landlord's Work, then notwithstanding anything to the contrary contained in this Lease, a Tenant receives Delay shall be deemed to have occurred. Any such change shall be evidenced by a ▇▇▇▇ thereforwritten change order to be executed by Landlord and Tenant, which shall indicate the work required, the cost thereof to Tenant, if any (which shall include a $250 change order fee for each change order), and the Tenant Delay, if any, which it is anticipated will be caused by such change or the request for such change or the processing of such request. All amounts payable pursuant If any such change results in an increase in the Construction Cost, and as a result thereof the Tenant Improvement Allowance is or will be exceeded, or the amount by which the Tenant Improvement Allowance is already estimated to this Exhibit be exceeded shall be increased, the amount of such excess or increase in estimated excess, as the case may be, shall be paid by Tenant to Landlord in advance. Landlord shall have three (3) business days after its receipt of a change order request within which to approve or disapprove the same. If any change order is disapproved a specific reason shall be considered Additional Rent and are subject given. If Tenant elects to submit a revision to a change order request which was not approved by Landlord, Landlord shall have three (3) business days after its receipt of such revision within which to approve or disapprove the provisions of the Leasesame.

Landlord’s Work. Commencing with 2.1 Subject to the Expansion Premises in its “as is” condition as terms, provisions, and conditions of this Work Letter, Landlord shall cause the construction of the date hereof, Landlord or its designated contractor shall install in Building shell and core and the Expansion related exterior areas of the Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”) to be completed in general accordance with (i) the site plan attached hereto as Schedule 1, (ii) the Building Plans (as defined below). Landlord shall not be obligated to provide any improvements other than the , and (iii) Landlord’s Work. Landlord or its contractor shall be available standard tenant finishes and materials for the Building as reasonably required modified by Tenant throughout the design construction process to provide Tenant with budgeting approved tenant improvement plans and 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 specifications (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00TI Plans” as further defined below), multiplied as modified by Change Orders (bas defined below) the number of square feet of rentable area approved pursuant to Section 4 below. The term "Landlord Delay" shall mean only an actual delay in the Expansion Premises. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s WorkWork or TI Work which is caused by (a) the failure of Landlord to provide a written response within the time period set forth in this Work Letter (or if no time is expressly stated, within ten (10) business days after receipt of the request for approval), (b) share the bids with Tenant’s Authorized Representative and solicit his failure by Landlord to pay the TI Work Allowance when due under this Work Letter, 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, gross negligence or willful misconduct in the event that performance of any work or activity in the Contract Price exceeds Premises or Project by Landlord, its agents, employees, or contractors. Notwithstanding anything to the Construction Allowancecontrary contained herein, Landlord Delay shall not include any of the foregoing delays to the extent caused by the acts, omissions, or misconduct of Tenant shall pay or any Tenant Parties. Landlord shall pay one hundred percent (100%) of Landlord’s 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 deliver written notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and Delay to Tenant within ten (10) days after of Landlord becoming aware of any Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to Delay and its effect on Landlord’s obligations under the Lease or this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeaseWork Letter.

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as of the date hereofAt Landlord’s sole cost and expense, Landlord or its designated Landlord’s contractor shall install perform: (i) all work to the restrooms in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord required to bring them into compliance with the disabled access requirements of the San Francisco Building Code (the “Landlord’s WorkADA Requirements”). Landlord shall not be obligated to provide ; and (ii) any improvements other than the Landlord’s Work. Landlord fire or its contractor shall be available life safety code compliance work that, as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% result of the cost performance of LandlordTenant’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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with 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.” Tenant acknowledges that the term “Common Areas” does not include any portion of the 17th floor of the Building (other costs required to design than stairwells), and complete 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 elevator lobby areas). Landlord shall perform Landlord’s Work (in compliance with all applicable laws, but in all other respects Landlord’s Work shall be 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. Other than the Unreimburseable Landlord’s obligation to perform Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay lease the Expansion Premises in their “as is” condition, and Landlord shall pay one hundred percent (100%) of have no obligation to make any improvements or to perform any work in the Expansion Premises or elsewhere in the Building. Landlord shall deliver the Expansion Premises to Tenant in their as-is condition, without Landlord’s reasonable estimate of those costs Work having been commenced or completed, it being the parties’ understanding and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of agreement that Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses Work will be performed concurrently with Tenant’s Work (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasedefined below).

Landlord’s Work. Commencing Landlord shall perform the construction work (the "Landlord Work") described in Exhibit LW attached hereto in a good and workmanlike manner and in accordance with all Government Regulations and shall substantially complete the Expansion Premises in its “as Landlord Work (that is” condition as , complete the Landlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 2000. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 2000, payment of Base Rent pursuant to Section 3.1 of this Lease shall cease until the date hereofthe Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, 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 2000 (the “Landlord’s Work”"Outside Date for Completion"). Landlord shall not be 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 value engineering assistance. , Tenant shall pay all costs and expenses (including a fee equal have the right 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 “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. 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)terminate its obligations under this Lease; provided, however, that (1) the Outside Date for Completion shall be extended for a period equal to the duration of any delays in no construction caused by strikes, shortages or materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord Work are as a result of change orders or other delays caused by Tenant, the Outside Date for Completion shall be extended day for day for each such delay caused by Tenant be permitted or longer if appropriate to apply an amount compensate for additional delays which were encountered on account of items enumerated in excess of 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall (1) above that would not receive any credit, cash or otherwise, for any unused portion of the Construction Allowance. After plans otherwise have been produced as set forth belowencountered but for the Tenant caused delays. Except for latent defects and deficiencies in the Landlord Work of which Tenant has given written notice to Landlord not later than thirty (30) days following the Commencement Date or, if longer, not later than the term of any warranty Landlord has obtained from its contractors respecting any such defect or deficiency, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for be deemed to have satisfactorily completed the completion of the Landlord’s Landlord Work, (b) share the 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 selected bid price Tenant shall be referred deemed to herein as the “Budget.” The Budget, together have waived all rights and remedies with the price estimates from the Approved Architect (as defined below), together with any other costs required respect to design and complete the Landlord’s Work deficiencies (other than the Unreimburseable Landlord’s Worklatent defects) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction AllowanceLandlord Work. If Tenant does give timely notice of deficiencies, Tenant shall pay Landlord shall pay one hundred percent remedy as soon as reasonably practicable any deficiencies specified in such notice and shall begin such remediation within thirty (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (1030) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeaseTenant's notice.

Landlord’s Work. Commencing (a) Landlord shall perform the work set forth in the Construction Drawings (as hereinafter defined) (collectively, "Landlord's Work"), in and to the Premises in order to prepare the same for Tenant's occupancy. Landlord shall file with the Expansion Premises Governmental Authorities having jurisdiction any required plans and obtain all permits and approvals required. Landlord's Work shall be performed in its “a good and workmanlike manner substantially in accordance with the Construction Drawings and in compliance with all applicable Requirements. Except as is” condition as of the date hereofexpressly set forth in this Lease, Landlord shall not be required to perform any work to the Premises other than Landlord's Work. All other installations, facilities, materials and work which may be undertaken by or its designated contractor for the account of Tenant to prepare, equip, decorate and furnish the Premises for Tenant's occupancy shall install in the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”)be at Tenant's expense. Landlord shall not be obligated required to provide do any improvements other than of Landlord's Work which does not conform to any Requirement. (b) The parties hereto acknowledge that attached hereto as Exhibit E is a Work Letter setting forth the scope of Landlord’s Work. 's Work and approved by Landlord or its contractor shall be available as reasonably required by and Tenant throughout (the design construction process to provide Tenant with budgeting and value engineering assistance"Work Letter"). Tenant shall pay all costs further acknowledges that the dollar amounts set forth in the Work Letter are estimates only and expenses (including a fee equal to 2% of that the cost of Landlord’s 's Work as described in the Work Letter and/or any portions thereof may exceed the estimates set forth in the Work Letter. Immediately upon the execution hereof, Landlord's architect shall prepare construction plans and related specifications with respect to Landlord's Work (such plans and specifications, as finally approved by Landlord, Tenant and all Government Authorities having jurisdiction thereover shall be referred to herein collectively as the "Construction Drawings"). Any work, materials, equipment, finishes and improvements set forth on the Construction Drawings which are in excess of the Work Letter Standard, as defined below (including, without limitation, any work, materials, equipment, finishes and improvements that require additional time to perform or lead time to obtain than any work, materials, equipment, finishes and improvements set forth in the Work Letter) shall be referred to herein as "Above-Standard Work." The "Work Letter Standard" shall mean only work, materials, equipment, finishes and improvements that are substantially the same in every respect (including, without limitation, workmanship, quality, nature, type, cost and quantity) to the work, materials, equipment, finishes and improvements that are set forth in the Work Letter. The Construction Drawings shall (i) be engineering and architecturally complete and contain all information necessary for the construction and completion of the Landlord’s construction management services's Work; (ii) incurred be coordinated with existing Building conditions and facilities; (iii) conform in all respects with all applicable Requirements; (iv) be based on, and consistent with, the Work Letter; and (v) conform to the Work Letter Standard, except that the Construction Drawings may include Above-Standard Work requested by Tenant, the cost of which, and delays caused by which, shall be borne by Tenant as provided below. Landlord's architect shall prepare the Construction Drawings. Tenant shall furnish Landlord's architect with all information requested by the architect in connection with its preparation of the Construction Drawings within five (5) business days after the architect's delivery of a request therefor, which request shall be in writing and shall be given to Tenant in accordance with Article 22 hereof. Tenant represents that it has provided to Landlord’s 's architect all information requested by the architect to date. Landlord shall cause its architect to simultaneously deliver the initial draft of the Construction Drawings to Landlord and Tenant. Tenant shall review and approve or disapprove the initial and any revised draft of the Construction Drawings by the delivery of notice thereof to Landlord and Landlord's architect, which notice ("Tenant's Plan Notice") must be received by Landlord within five (5) business days following Tenant's receipt of such draft of the Construction Drawings, time being of the essence. If Tenant fails to give such Tenant's Plan Notice in a timely manner, Tenant shall be deemed to have approved such Construction Drawings. If Tenant disapproves of such Construction Drawings, Tenant's Plan Notice must set forth in reasonable detail the grounds therefor, and Tenant acknowledges that it may only disapprove of any draft of the Construction Drawings if Tenant believes that such Construction Drawings fail to comply with the Work Letter Standard or include Above-Standard Work not requested by Tenant or Directrix. Tenant may also in Tenant's Plan Notice request changes to the extent Construction Drawings, provided that Tenant's Plan Notice shall set forth in reasonable detail the nature and scope of such costs and expenses exceed an allowance work, materials, equipment, finishes or improvements requested by Tenant (the “"Construction Allowance”Drawings Changes"). Following Landlord's receipt of Tenant's Plan Notice, Landlord shall review and approve or disapprove the draft of the Construction Drawings and any Construction Drawings Changes requested by Tenant by the delivery of notice thereof to Tenant and Landlord's architect, which approval shall not be unreasonably withheld. In the event Landlord shall not approve such draft of the Construction Drawings and/or any Construction Drawings Changes requested by Tenant, it shall indicate in writing to Tenant and Landlord's architect ("Landlord's Plan Notice") equal in reasonable detail (i) any corrections, modifications and/or clarifications thereto that are required (collectively, the "Corrections"), (ii) those item(s) of work, materials, equipment, finishes or improvements (collectively, the "Items") set forth on such draft of the Construction Drawings at Tenant's request or in the requested Construction Drawings Changes (if any) which is (are) in excess of the Work Letter Standard, and (iii) the number of days, if any, reasonably estimated by Landlord by which performance, installation or completion (as the case may be) of the Items shall delay (x) the substantial completion of Landlord's Work and/or (y) Studio A being in operational condition. If Tenant agrees with Landlord that the Items are in excess of the Work Letter Standard, Tenant shall within five (5) business days after the giving of Landlord's Plan Notice deliver a notice to Landlord either (i) directing Landlord to cause its architect to revise and resubmit to Landlord and Tenant a revised draft of the product of Construction Drawings eliminating the Items and incorporating the Corrections and/or (ii) acknowledging that (a) Nine the Items are in excess of the Work Letter Standard (and 00/100 dollars ($9.00accordingly that Tenant shall be responsible for the cost thereof and any such Items which constitute Construction Drawings Changes shall be incorporated into the Construction Drawings together with the Corrections), multiplied by and (b) the number Substantial Completion Date (and also the Studio A Delivery Date, to the extent that such Items shall cause a delay in Studio A being in operational condition) shall be deemed accelerated by one (1) day for each day of square feet of rentable area any delay in the Expansion Premisessubstantial completion of Landlord's Work, or in Studio A being placed in operational condition, as the case may be, caused thereby. If Tenant in good faith disagrees with Landlord as to whether (i) the Construction Drawings comply with the Work Letter Standard or (ii) all or any of the Items are in excess of the Work Letter Standard, and the parties are unable to negotiate in good faith a resolution of such dispute within two (2) business days of Tenant's receipt of Landlord's Plan Notice, either party may submit the dispute for resolution by arbitration pursuant to the terms of Article 31 hereof. Notwithstanding anything herein to the contrary, the Construction Allowance parties hereto acknowledge that the Studio A Delivery Date and the Substantial Completion Date each shall be used deemed accelerated by one (1) day for each business day that Tenant fails to fund the installation of permanent leasehold improvements included in the Landlord’s Work, as well as certain “permissible soft costs” directly associated comply with the preparation and installation of the Landlord’s Work (which “soft costs” time periods set forth in this Section. Landlord shall be limited to responsible for 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion conformance of the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Drawings and Landlord’s Work, (b) share the 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 selected bid price shall be referred 's Work to herein as the “Budgetapplicable Requirements.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord has no obligation to improve the Expansion Premises in its “as is” condition as any manner, except for the completion of the date hereofLandlord’s Work (defined below). Notwithstanding anything in the Lease or this Work Letter to the contrary, Landlord or its designated contractor shall construct, install in and perform, and the Expansion Premises those initial Tenant Improvement Work shall not include, all of the improvements specified in final space plans and construction and engineering drawings approved by Landlord work (the “Landlord’s Work”)) described on Exhibit “D” attached hereto and made a part hereof. Landlord The Landlord’s Work shall be performed (i) at Landlord’s sole cost and the Tenant Improvement Allowance shall not be obligated applied to provide pay for any improvements other than Landlord’s Work, (ii) in a good and workmanlike manner using new materials of good quality, (iii) in accordance with all Legal Requirements, and (iv) in accordance with plans and specifications prepared by Landlord. With respect to those items listed on Exhibit “D” as “Approval Items”, the plans and specifications therefor shall be approved by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed and which approval shall be deemed given if Tenant fails to approve or reject the same within ten (10) days of Landlord’s request for approval of same (or, in the case of resubmitted working drawings, within five (5) days). Subject to Section 7 below, Landlord shall cause Landlord’s Work to be Substantially Completed on or before the Commencement Date and shall cause the components of Landlord’s Work to be completed by any completion dates identified in Exhibit “D”. Landlord, at Landlord’s sole cost, shall promptly correct and repair any failure of the Landlord’s Work to be constructed in accordance with Legal Requirements, the Lease and this Work Letter and any defects in materials or workmanship of the Landlord’s Work. Landlord or its contractor shall and Tenant acknowledge that Landlord may be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and 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 performing the Landlord’s Work to at the extent same time as Tenant is performing the Tenant Improvement Work. In such costs event, Landlord and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contrary, the Construction Allowance Tenant shall be used to fund the installation of permanent leasehold improvements included in coordinate the Landlord’s Work, as well as certain “permissible soft costs” directly associated Work with the preparation Tenant Improvement Work with each other and installation shall cooperate with each other reasonably in the scheduling, sequencing and performance 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Tenant Improvement Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Priceand vice-a-versa).” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with the Expansion Premises in its The term “as isMinor Changes” 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 (the “Landlord’s Work”). Landlord shall not be 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 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 means changes to the extent such costs and expenses exceed an allowance (the “Approved Construction Allowance”) equal to the product of Drawings or Approved Budget that (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area are necessary or appropriate in the Expansion Premises. Notwithstanding anything herein to the contraryreasonable judgment of Landlord, the Construction Allowance shall be used to fund Architect or 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s WorkGeneral Contractor, (b) share do not adversely impact the bids with Tenant’s Authorized Representative and solicit his or her input on structure of the sameNew Building, and (c) do not exceed the applicable line item in the Approved Budget (including applicable contingencies) by more than $25,000 in a single instance, or by $150,000 in the aggregate. Landlord shall make notify Tenant of any Minor Changes in advance, if practical, and promptly if advance notice is not practical, and such notice shall state the selection anticipated effect on the Approved Budget as a result of all Minor Changes made to the date of such contractor notice. Landlord agrees not to make any changes to the Approved Construction Drawings or the Approved Budget other than Minor Changes, without Tenant’s prior written consent as to such change and any increase in the New Building Project Costs associated therewith that are not provided for in or accommodated by the Approved Budget, which consent shall not be unreasonably withheld, conditioned or delayed. If Tenant fails to respond to a request to approve any change, other than a Minor Change, to the Approved Construction Drawings or Approved Budget proposed by Landlord within such five (the “Contractor”5) based upon price, schedule and expected value, and the selected bid price business days after Landlord’s request (which request shall be referred to herein as accompanied by reasonable supporting documentation detailing the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined belowproposed change), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay conclusively be deemed to have approved the proposed change. If Tenant shall notify Landlord of its objection to a change, other than a Minor Change, to the Approved Construction Drawings or Approved Budget proposed by Landlord within such five (5) business day period, Landlord and Tenant shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs reasonably share records and expenses estimates, rebid the change at issue (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of mutually agreed), and cooperate to resolve any such expensesdifferences as soon as reasonably possible. In the event of any shortfall between the estimated costs and the actual costsOffice Lease Exhibit G, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.Page 5

Landlord’s Work. Commencing with the Expansion Premises in its “as is” condition as of the date hereof, (i) 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 agrees to perform certain tenant improvement work (the “Landlord’s Work”) in the Premises shown or described in Exhibit F attached hereto. The scope of Landlord’s Work described in Exhibit F has been heretofore approved by Landlord and Tenant. Approval by Landlord of Landlord’s Work and the Construction Drawings (as hereinafter defined). Landlord , shall not be obligated constitute any warranty by Landlord to provide any improvements other than Tenant of the adequacy of the design therein for Tenant’s intended use of the Premises nor shall Landlord’s Work. approval of Landlord’s Work create any liability or responsibility on the part of Landlord or its contractor shall be available for 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 reasonably required by Tenant throughout Exhibit F-1 is a contractor’s cost estimate for the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of work described therein which estimates 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 “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00)Work, multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrary, excluding the Construction Allowance shall be used to fund Management Fee, provided that such estimate is only an estimate and not an assurance or guaranty of the installation maximum cost of permanent leasehold improvements included in the Landlord’s Work, and as well as certain “permissible soft costs” directly associated with such remains subject to change. Tenant hereby acknowledges that the preparation and installation performance of the Landlord’s Work (which “soft costs” shall be limited to will occur during normal business hours and may extend beyond the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component Delivery Date while Tenant is in occupancy of the general conditions on Premises. Except as provided in Section 5(f) below, no interference to Tenant’s business operation in the general contractor invoicePremises 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 temporary utilities consumed during construction); provided, however, that Landlord shall cooperate and coordinate any concurrent work in no event the Premises. Landlord shall Tenant be permitted use reasonable efforts to apply an amount minimize the disruption to Tenant’s construction in excess of 10% or use of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion Premises caused by the performance of the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share and Tenant shall use reasonable efforts to minimize the bids with Tenant’s Authorized Representative and solicit his or her input on disruption to the same, and (c) shall make the selection performance of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlordcaused by Tenant’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on construction or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions use of the LeasePremises.

Landlord’s Work. Commencing with (a) Landlord agrees to make the Expansion improvements to the Leased Premises described in its “as is” condition as of this Section 2.3 and the date hereofattached Exhibit C to this Lease, 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 which is made a part hereof (the “Landlord’s Work”). L▇▇▇▇▇▇▇’s Work in the initial Leased Premises shall be substantially complete prior to December 15, 2007 (including but not limited to replacement of the roof), and L▇▇▇▇▇▇▇’s Work in the portions of the Leased Premises other than the initial Leased Premises shall be substantially complete prior to delivery of possession of same to Tenant. 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 “Approved Plans”). Landlord’s Work shall comply with all Laws. Any changes to the Approved Plans shall be approved in advance by Tenant, which approval shall not be unreasonably withheld or delayed. Any changes to the Approved Plans shall be in compliance with all Laws. (b) L▇▇▇▇▇▇▇’s performance of the portion of Landlord’s Work set forth in Exhibit C labeled “Code Compliance Improvements by Landlord” and “Roof Replacement by Landlord” shall be at Landlord’s sole cost. L▇▇▇▇▇▇▇’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 obligated required to provide any improvements other than the 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, either cooperate with Landlord to revise the Approved Plans to reduce or its contractor eliminate such excess costs, or Tenant shall approve the excess costs, or a combination of both. Any such approved excess costs shall be available as reasonably required paid by Tenant throughout to Landlord within 30 days of an invoice therefor following completion of the design construction process Landlord’s Work as relates to provide Tenant with budgeting 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 value engineering assistancethe monthly portion of same shall be added to, become and be paid as the monthly installments of Annual Rent. Tenant shall pay all costs and expenses (including a fee equal to 2% of If the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with 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 amount is reached. (c) As a part of “Code Compliance Improvements by Landlord” Landlord, at L▇▇▇▇▇▇▇’s sole cost, agrees to provide all required fire/life safety improvements to the extent such costs required by the Laws for the initial Leased Premises and expenses exceed an allowance (the “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. 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused each additional portion of the Construction AllowanceLeased Premises. After plans have been produced 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 below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowancedrawing titled Designer Shoe Warehouse E-Tail Direct Facility — Future Expansion Composite Layout, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costslast revision dated October 25, Tenant shall 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 2007, prepared by V▇▇▇▇ thereforCompanies (drawing no. All amounts payable pursuant to this Exhibit by 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 considered Additional Rent at Landlord’s cost. Landlord agrees that such efforts and are subject any failure to obtain such variance(s) shall not operate to excuse or extend the provisions time for Landlord’s performance of the Landlord’s obligations under this Lease.

Landlord’s Work. Commencing with the Expansion Premises Landlord, in its “as is” condition as of the date hereofa good and workmanlike manner and using Building standard materials and finishes, Landlord or its designated contractor shall install construct and do such other work in the Expansion Fifth Amendment Additional Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the collectively, “Landlord’s Work”)) in substantial conformity with the plans and outline specifications of the plan, prepared by dated , attached hereto as Exhibit “A”. Landlord 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 obligated unreasonably withheld or delayed. If Landlord’s Work is delayed in being Substantially Completed (as hereinafter defined) as a result of: (i) Tenant’s failure to furnish plans and specifications or provide any improvements other than reasonably requested information or approvals related to 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost furtherance of Landlord’s Work for within five (5) business days following Landlord’s construction management serviceswritten request to Tenant for the same; (ii) incurred Tenant’s request for materials, finishes or installations other than Landlord’s standard; (iii) Tenant’s changes in connection with said plans, including but not limited to any Change Order (as hereinafter defined); (iv) the performance or completion of any work, labor or services by Tenant or any party employed or engaged by or on behalf of Tenant; or (v) Tenant’s failure to approve final plans, working drawings or reflective ceiling plans within five (5) business days following Landlord’s written request to Tenant for the same (each, a “Tenant’s Delay”); then the Fifth Amendment Additional Premises Commencement Date and the payment of Fixed Rent hereunder shall be accelerated by the number of days by which such Tenant Delay caused Landlord’s Work to be delayed in being Substantially Completed. If any change, revision or supplement to the scope of the Landlord’s Work to the extent such costs and expenses exceed an allowance is requested by Tenant (the “Construction AllowanceChange Order”) 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. Notwithstanding anything herein to the contrary, the Construction Allowance then all such increased costs associated with such Change Order shall be used paid by Tenant upfront and the occurrence of the Change Order shall not change the Fifth Amendment Additional Premises Commencement Date and shall not alter Tenant’s obligations under the Lease. After receipt of notification from Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Fifth Amendment Additional Premises at which time a punchlist of outstanding items, if any, shall be generated. Within a reasonable time thereafter, Landlord shall complete the punchlist items to fund the installation of permanent leasehold improvements included in Tenant’s reasonable satisfaction. Except for Landlord’s obligation to complete 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 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any creditlease the Fifth Amendment Additional Premises in “AS IS” condition, cash without representation or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budgetwarranty.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing TENANT ACKNOWLEDGES AND AGREES THAT IT HAS INSPECTED THE PREMISES AND THAT, EXCEPT FOR LANDLORD’S WORK, TENANT IS ACCEPTING THE PREMISES IN ITS EXISTING “AS-IS” CONDITION. TENANT IS RELYING ON ITS OWN INVESTIGATIONS AND NOT ON ANY REPRESENTATIONS OR WARRANTIES OF LANDLORD. Notwithstanding the foregoing to the contrary, in accordance with the Expansion following provisions, Landlord warrants (the “Building Systems Warranty”) that the electrical and plumbing systems and the existing HVAC unit serving the Premises will be in its “as is” good working condition as of the date hereofPossession Date. Landlord, Landlord or at its designated contractor shall install cost and expense, will construct the Premises in the Expansion Premises those initial improvements specified in final space accordance with Landlord’s plans and construction and engineering drawings approved specifications prepared by Landlord Landlord, or Landlord’s architect, inclusive of the items described below (the such work shall hereinafter be referred to as “Landlord’s Work”)): 1. Landlord shall not be obligated to provide any improvements other than construct the Landlord’s Workdemising wall. 2. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process permanently seal off rear door to provide Tenant with budgeting Premises and value engineering assistanceremove rear stairs. Tenant shall pay all costs and expenses (including a fee equal Any work in addition 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 “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. Notwithstanding anything herein to the contrary, the Construction Allowance items outlined above shall be used to fund the installation of permanent leasehold improvements included provided by Tenant at its sole cost and expense. Any equipment or work other than those items specifically enumerated in the Landlord’s WorkWork items outlined above, as well as certain “permissible soft costs” directly associated with which Landlord installs or constructs in the preparation and installation of the LandlordPremises on Tenant’s Work (which “soft costs” behalf, shall be limited to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges paid for by Tenant within fifteen (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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (1015) days after Tenant receives receipt of a ▇b▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall Said b▇▇▇ will be considered Additional Rent inclusive of Landlord’s cost plus supervision, architectural and are subject to the provisions of the Leaseengineering expenses.

Landlord’s Work. Commencing with the Expansion Premises in its “33.1. Landlord, at Landlord’s expense and 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 (the “Landlord’s Work”, will complete in a good and workmanlike manner and according to all applicable laws all of the work that is described on Exhibit E, as applicable depending upon which Scheme Tenant elects under Section 2.5. Subject to delay due to Tenant Delay and/or Force Majeure, Landlord shall cause Landlord’s Work to be Substantially Completed on or before the scheduled dates therefor set forth in Exhibit E. Landlord shall pay for all costs associated with Landlord’s Work, except as set forth in this Lease (for example, costs arising from Tenant Delay). Landlord shall be permitted to perform Landlord’s Work during Tenant’s occupancy and use of the Premises; provided, that both Landlord and Tenant hereby agree to reasonably cooperate with each other in the coordination of such Landlord’s Work (so as not to cause a Tenant Delay or otherwise) and Landlord shall use commercially reasonable efforts to minimize interference with the conduct of Tenant’s business in the Premises in connection with Landlord’s Work (subject to Tenant’s obligation to pay the incremental cost arising from such efforts); and provided further that, subject to the terms and conditions of Section 19, Tenant shall not be obligated to surrender the Swing Space to Landlord prior to the Swing Space Return Dates set forth therefor on Exhibit E. If Tenant requests that Landlord perform Landlord’s Work after-hours despite Landlord’s commercially reasonable efforts to minimize interference with the conduct of Tenant’s business in the Premises, then Landlord shall do so Tenant shall pay the incremental cost arising therefrom. Any delay of Landlord’s Work arising from Landlord using efforts to minimize interference with the conduct of Tenant’s business in the Premises or from Landlord performing Landlord’s Work after-hours shall be deemed to be Tenant Delay. 33.2. Upon Substantial Completion of each major portion of Landlord’s Work (a “major portion” being a portion that is listed as having a separate completion deadline on Exhibit E), Landlord’s representative and Tenant’s representative shall inspect the applicable portion of the Premises and prepare and sign a punch list identifying all items of Landlord’s Work which require correction or completion. Landlord shall, within 10 days after execution of such punch list, commence correction or completion of any items identified on such punch list and shall diligently and continuously prosecute such work to completion (subject to Force Majeure and Tenant Delay). Landlord shall not be obligated to provide responsible for any improvements other than the Landlord’s Workitems or damage caused by Tenant, its agents, independent contractors, or suppliers. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting Except for any items identified on such punch list, and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of except for any latent defect in Landlord’s Work for Landlord’s construction management services) incurred in connection with of which Tenant notifies Landlord within one year after the Landlord’s Work to later of the extent Scheduled Commencement Date or the completion of such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product item of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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, Tenant’s continued possession of the affected portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition at the time of Landlord’s delivery of the same to Tenant. Tenant’s failure to advise Landlord in writing within said one-year period of any latent defects shall result in a waiver by Tenant of any claims regarding said defects. 33.3. Without limiting the foregoing provisions of this Article 33, or the provisions of Exhibit E, Landlord and Tenant shall mutually agree upon the design and materials for the exterior curtain wall (herein also sometimes referred to as “the facade”) of the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. If 30 days after Landlord proposes such design and materials to Tenant for Tenant’s approval, Landlord and Tenant have not agreed thereon, then Landlord and Tenant agree to submit the dispute to ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the original architect of the Building), and ▇▇. ▇▇▇▇▇▇▇’▇ resolution of the dispute shall be final and binding upon both of Landlord and Tenant. If ▇▇. ▇▇▇▇▇▇▇ is not available or refuses to perform such arbitration, then Fujikawa ▇▇▇▇▇▇▇ & Associates (or such other architect arbiter reasonably acceptable to both Landlord and Tenant, who has at least ten (10) years’ experience in first-class office space in Chicago) to perform such service (or if Landlord and Tenant cannot so agree, then each of Landlord and Tenant shall appoint such an architect and such two appointed architects shall mutually appoint a third architect (having such experience) who shall, individually, resolve the dispute). Each party shall pay 50% of ▇▇. ▇▇▇▇▇▇▇’▇ (or such other architect’s or architects’) fees and expenses for such services. Landlord and Tenant agree to be reasonable and cooperate with each other in this process. 33.4. As and when Tenant turns over a floor (or a portion thereof, if Landlord agrees to accept such partial floor) of the Premises so that Landlord may commence its Landlord’s Work hereunder, Tenant shall have no further liability or responsibility with respect to the space turned over to Landlord (other than (a) the payment of Base Rent and Additional Rent under Section 4.2 hereunder with respect to such space, as applicable, (b) Tenant’s obligation to deliver such space in Delivery Condition, as applicable, (c) Tenant’s obligation to continue to insure the space in question, but only if Landlord delivers such space back to Tenant as contemplated under this Lease, and (d) any other liabilities which have accrued through the date of such turn over to Landlord) unless and until Landlord delivers such space back to Tenant as and to the extent contemplated under this Lease (damages caused by Tenant, its employees, agents or contractors, excepted). Without limiting the generality of the foregoing, Tenant shall have no maintenance or repair or replacement obligations with respect to such space; provided, Tenant shall remain liable under (and subject to) the terms of this Lease as to damages thereto caused by Tenant, its employees, agents or contractors, as well as certain “permissible soft costs” directly associated with respect to any obligations which expressly survive hereunder. 33.5. Landlord shall cause the preparation contractors (and installation of to the extent practicable, the subcontractors) performing Landlord’s Work (i) to include Tenant as an additional insured (on a primary and non-contributing basis) on such contractor’s and subcontractor’s general and auto liability policies, which “soft costs” policies shall be limited to include an endorsement waiving the preparation insurer’s rights 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Worksubrogation against Tenant, (bii) share to provided Landlord with evidence of workers’ compensation insurance in at least the bids with amounts required by applicable law, which policy shall include an endorsement waiving the insurer’s rights of subrogation against Tenant’s Authorized Representative and solicit his or her input on the same, and (ciii) shall make to carry builder’s risk insurance on an all risk basis and on a completed value form covering the selection interests of Landlord and Tenant in all Landlord’s Work being performed by such contractor (the “Contractor”) based upon priceor subcontractor, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined belowif applicable), together as well as materials and equipment on-hand and in transit. Upon request from Tenant, Landlord will provide Tenant with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate copies of such expenses. In certificates of insurance as Landlord has received (or Landlord has the event right to request of any shortfall between such contractors (or subcontractor, if applicable)) evidencing the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leaseforegoing insurance coverages.

Landlord’s Work. Commencing Landlord shall cause the Building to be constructed in substantial accordance with the Expansion Premises in its “plans listed on Exhibit 1 hereto, as is” condition amended by changes to such plans 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 required by Landlord (“Landlord’s Plans”). Tenant will be required to cause its architect to coordinate Tenant’s interior design documentation with Landlord’s Work (as hereinafter defined). Landlord shall have the right, from time to time, to make changes to Landlord’s Plans; provided however, in the instance of 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 (as hereinafter defined), then such revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld, delayed or conditioned unless it causes an increase in Tenant’s costs. Tenant’s failure to approve such 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, 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 as otherwise selected by Landlord and approved by Tenant within (5) business days next following Landlord’s request therefor (Tenant’s failure to approve or to disapprove with specific comments, within such time frame, shall for all purposes constitute Tenant’s deemed approval of Landlord’s selection), will be provided by Landlord at each perimeter window at Tenant’s cost. The work called for by Landlord’s Plans (“Landlord’s Work”) shall be deemed “substantially complete” when (i) the Building’s ground floor lobby, and public areas on the ground floor, including all exterior walkways, driveways, accesses and parking areas necessary for the Tenant’s occupancy, have been substantially completed as required by applicable code, (ii) to the extent required to serve the Premises and the public areas necessary for Tenant’s 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 security systems for the Premises). , are installed and operating, (iii) the Building is weather tight and roofing installed, (iv) Landlord shall not be obligated to provide any improvements other than have obtained at least a temporary certificate of occupancy for the Building and the Premises, and (v) Landlord’s architect shall have issued a certificate of substantial completion for 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 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with Landlord, at its sole cost and expense using standard materials, shall perform the Expansion Premises following work ("Landlord’s Work"), lien-free, in a good, workmanlike manner, and using licensed professionals or the Contractor pursuant to a separate contract and not the Construction Contract (as each term is defined in the Tenant Work Letter), and diligently cause its “as is” condition completion: (a) At least thirty (30) days prior to the Anticipated Commencement Date, slurry coat the Property's existing parking lot and re-stripe the Property's existing parking stalls; (b) Within sixty (60) days following the Effective Date, remove any existing tenant signage at the Premises, on the Building or in the parking areas as of the date hereofof execution of this Lease and repair any damage resulting therefrom; (c) Prior to the Anticipated Commencement Date, re-roof either by replacement or overlay the Building's roof at Landlord’s sole cost and supervision; and (d) Within sixty (60) days following the Effective Date, engage a reputable and licensed termite inspector to inspect the Premises and provide a pest report, and thereafter, Landlord or its designated contractor shall install will complete any recommended repairs identified in the Expansion Premises those initial improvements specified said report. Except as provided in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”). Landlord shall not be 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 value engineering assistance. this Section 1.3, Tenant shall pay all costs accept the Premises in its then "as-is" condition. As is reasonably necessary 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 prudent, the Landlord’s Work to may be performed in part concurrently with construction of the extent Improvements if such costs and expenses exceed an allowance (the “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. 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 WorkWork does not interfere with or delay the construction of the Improvements, as well as certain “permissible soft costs” directly associated with the preparation and installation of but in all respects the Landlord’s Work (which “soft costs” shall be limited to Substantially Completed (as defined in the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component of Tenant Work Letter) within 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 10% of the total Construction Allowance towards such permissible soft coststimeframes provided above. 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 belowIn addition, Landlord shall will reimburse Tenant within thirty (a30) solicit bids from not less than two (2) qualified general contractors for the days following Tenant's completion of the Landlord’s Work, following work and delivery of a reasonably detailed invoice to Landlord for such work: (bi) share replace one time the bids Building's exhaust fans specifically identified on Exhibit "F attached hereto with Tenant’s Authorized Representative and solicit his or her input on the same, Building-standard exhaust fans and (cii) shall make replace one time the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “BudgetBuilding's HVAC units specifically identified on Exhibit "G" attached hereto with Building-standard HVAC units.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with a) Landlord shall complete, at its sole expense, the Expansion Premises in its items set forth on Exhibit “as isC-1” condition as of the date hereof, Landlord or its designated contractor shall install (and further specified in the Expansion Premises those initial improvements specified in final space plans Plans and construction and engineering drawings approved by Landlord (the Specifications, if applicable) identified as “Landlord’s Work”). Subject to the limitations set forth below, all costs incurred by Landlord associated with the completion of Landlord’s Work shall be considered “Landlord’s Contribution” under the Lease, including but not be obligated limited to provide any improvements other than actual construction costs, the cost of preparation of Plans and Specifications for Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout , and a construction management fee in the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses amount of five percent (including a fee equal to 2% 5%) of the total construction cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with provided, however, the cost of any non-standard building materials or modifications to Landlord’s Work to shall be considered a part of Tenant’s Costs hereunder. Notwithstanding the extent such costs and expenses exceed an allowance (the “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 foregoing or anything in the Expansion Premises. Notwithstanding anything herein Lease 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s WorkContribution exceed One-Hundred Twenty-Five Thousand, Seven Hundred and No/100 Dollars ($125,700.00). b) share Notwithstanding the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and constructionforegoing, in the event that a required code upgrade outside of the Contract Price exceeds Premises is required in order to complete the Construction Allowance, improvements to the Premises and such upgrade is considered necessary for the benefit of the building and not specific to the Tenant’s Premises then Tenant shall pay its prorata share of the associated cost for the code upgrade based on Tenant’s percentage leased to the amount of square footage leased in the Building. c) The Landlord acknowledges and accepts that the Tenant shall not be required to restore the Premises upon termination or expiration of the Lease Term for the Original Commencement Date Leasehold Improvements that have been approved by Landlord. d) Landlord shall pay one hundred percent allow Tenant use of the existing workstations outlined in Exhibit “E” provided that Tenant pays for all costs to maintain such workstations in good condition (100%) of subject to normal wear and tear). At Landlord’s reasonable estimate sole discretion, title to such workstations shall pass to the Tenant at the end of those costs the Lease Term and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Tenant, at Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costsoption, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject required to the provisions move such workstations upon termination or expiration of the LeaseLease Term. A list of the existing workstations is included as Exhibit “E” herein.

Landlord’s Work. Commencing with As a condition precedent to the Expansion Premises in its “as is” condition as of the date hereofCommencement Date, Landlord agrees, at its sole cost and expense, except with respect to any increase in costs and expenses directly resulting from an act (or its designated contractor failure to act) of Tenant, which increase shall install be paid by Tenant within thirty (30) days after receipt of written demand from Landlord, to have completed or have caused the following to occur: (i) all Building Systems and the Building Structure shall be in good working order and repair; (ii) all existing improvements and trade fixtures that were in place in the Expansion Premises those initial improvements specified on the Effective Date including, without limitation, all process piping and the air compressor, shall be in final space plans place and construction in good working order and engineering drawings repair; (iii) installation of a TPO, welded seam, white reflective 60 mil roof replacement (the “Roof Replacement”), which have been approved by Landlord and Tenant; and (iv) the HVAC work as listed in that certain proposal prepared by Oscar Ro▇▇▇ ▇▇ ▇.▇. HVAC attached hereto as Exhibit A (the “HVAC Work”), which has been approved by Landlord and Tenant (all of the foregoing, the “Landlord’s Work”). With respect to the Roof Replacement, Landlord shall not be obligated provide to provide any improvements other than Tenant for Tenant’s review the Landlord’s Work. Landlord or its contractor shall be available as reasonably required by Tenant throughout final specifications for the design construction process to provide Tenant with budgeting Roof Replacement, and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal have the right to 2% of discuss with Landlord any comments or questions regarding the cost of Landlord’s Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work specifications. In addition, prior to the extent such costs and expenses exceed an allowance (the “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. 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 WorkRoof Replacement, as well as certain “permissible soft costs” directly associated with Landlord and Tenant shall meet to review installation details. Landlord agrees to commence the preparation and installation of the Roof Replacement in the June 2020/July 2020 timeframe and the HVAC Work prior to July/August 2020 timeframe, so as to avoid any interruption in Tenant’s construction of the Tenant Improvements. If, despite Landlord’s Work (which “soft costs” shall be limited to good faith efforts, the preparation of architectural drawingsRoof Installation is not completed by July 31, 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 value2020, and the selected bid price HVAC Work by August 31, 2020, as that date may be extended by prior written agreement of the parties, Landlord and Tenant shall be referred each cause their respective contractors and subcontractors to herein cooperate with each other: (i) in facilitating the mutual access to the Premises; and (ii) in coordinating the timing of the stages of Roof Installation, HVAC Work and the Tenant Improvements so as to facilitate the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in completion on a timely basis. In the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed failure to complete the Construction Allowance on or before Roof Replacement during the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs June 2020/July 2020 timeframe and the actual costsHVAC Work during the July/August 2020 timeframe, for any reason other than due to Force Majeure, Excused Delays or the act or omission of Tenant shall pay delays Tenant’s Substantial Completion of the Tenant Improvements by January 1, 2021, 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by each day of delay caused thereby Tenant shall be considered Additional entitled to day-for-day abatement of Base Rent and are subject pursuant to the provisions Paragraph 2(b) of the Lease. The Landlord’s Work shall be performed in compliance with all applicable laws, building codes, regulations and ordinances in effect on the Commencement Date of the Lease, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality.

Landlord’s Work. Commencing with Notwithstanding anything to the Expansion contrary in Section 32 or Exhibit “D,” Landlord shall concurrently construct Tenant improvements to the entire Premises in its “as is” condition as of including the date hereof, Landlord or its designated contractor shall install in Initial Premises and the Expansion Additional Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord (the “Landlord’s Work”) for Tenant’s use. Tenant shall have access to the Initial Premises only on the Commencement Date and Landlord shall not deliver possession of the Additional Premises until January 1, 2009. Landlord’s Work shall be in accordance with the following: (a) Landlord’s Work shall be designed by an architect or interior designer selected by Tenant, subject to Landlord’s reasonable approval (the “Designer”). Landlord approves ▇. ▇▇▇▇▇ & Associates. (b) Landlord’s Work shall be in accordance with the final space plan, which is attached as Exhibit “I”’ and which has been approved by Landlord, and with the Construction Documents and approved by Landlord and Tenant, which approval shall not be obligated to provide any improvements other than the Landlord’s Work. Landlord or its contractor unreasonably withheld, and shall be available as reasonably required deemed given unless a party shall disapprove by Tenant throughout the design construction process to provide Tenant with budgeting and 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 written notice to the extent such costs and expenses exceed an allowance (the “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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, other party and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and Designer given within ten (10) days after receipt of the Construction Documents. Any notice of disapproval shall state with particularity the item(s) so disapproved. In the event of any such disapproval, the Designer shall revise the Construction Documents to meet such objections and resubmit the same for approval pursuant to this subsection. Failure of the Designer to complete its Construction Documents for the Initial Premises by May 30, 2007 shall be deemed a Tenant receives a Delay and the Commencement Date shall be that date on which the Commencement Date would have occurred but for such Tenant delay. (c) Promptly following approval of the Construction Documents (the “Approved Plans”), Landlord shall obtain bids for Landlord’s Work from three (3) licensed general contractors selected by Landlord and Tenant consisting of Co-well Contractors, ▇▇▇▇▇ thereforBuilders and Casco Contractors. All amounts payable Landlord and Tenant shall mutually select the contractor whose bid provides for a complete Landlord’s Work in accordance with the Approved Plans. The contractor shall perform under a cost plus general conditions and fees/Guaranteed Maximum Price contract based on the fee structure provided and approved by Tenant and Landlord. (d) Landlord shall retain the contractor selected pursuant to this Exhibit subsection (c) to perform Landlord’s Work. Landlord shall cause such work to be diligently performed and to be completed by the Target Commencement Date or soon thereafter, as practicable. (e) The phrase “costs of Landlord’s Work” shall mean all out-of-pocket costs incurred by Landlord with respect to Landlord’s Work, including all planning, design and engineering fees and costs, costs and fees with respect to Tenant’s third-party project management team, the costs of obtaining all required governmental approvals and permits with respect to Landlord’s Work and all costs of construction and installation of Landlord’s Work, including purchase of materials and equipment and contractors’ fees, overhead, profit and general conditions. There shall be no administrative charge or fee by Landlord with respect to Landlord’s Work. (f) Landlord shall initially pay all costs of Landlord’s Work provided, however, in no event shall Landlord be obligated to make disbursements in a total amount which exceeds that portion of the costs of Landlord’s Work equal to the lesser of (i) the entire costs of Landlord’s Work and (ii) an amount equal to $25.00 per square foot of Rentable Area of the Premises (the Initial Premises and the Additional Premises). The Tenant Improvement Allowance shall be disbursed by Landlord directly to the contractor, subcontractor or vendor as designated in accordance with the construction contract (each of which disbursements shall be made pursuant to Landlord’s disbursement process). Promptly upon awarding the contract to the contractor pursuant to subsection (c), Landlord shall notify Tenant in writing of the total costs of Landlord’s Work and any portion thereof for which Tenant is responsible. If the total cost of the Tenant Improvements as set forth in the selected bid is greater than the Tenant Improvement Allowance, then Tenant shall be responsible for payment of such amount in excess of the Tenant Improvement Allowance and each payment made in relation to the costs of constructing the Tenant Improvements which is required after the Tenant Improvement Allowance has been fully expended shall be made by Tenant. Tenant shall pay to Landlord all Contractor invoices which apply to amounts in excess of the Tenant Improvement Allowance as incurred in the ordinary course of construction and in no event later than fifteen (15) days after receipt by Tenant of any such invoice whether from Contractor or Landlord. Landlord shall thereafter pay Contractor in accordance with the terms of the construction contract. In the event that, after the bid is accepted, any revisions, changes, or substitutions shall be made to the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall also be paid by Tenant. Within thirty (30) days after completion of Landlord’s Work, Landlord shall provide to Tenant a summary, in reasonable detail, of the final total costs of Landlord’s Work and any portion for which Tenant is responsible. Any additional amount owed by Tenant shall be considered Additional Rent paid, as additional rent, within fifteen (15) days after Tenant’s receipt of Landlord’s Summary. Any overpayment by Tenant shall be credited against the first rent payable by Tenant pursuant to this Lease. In addition to Landlord’s Work, Landlord shall, at Landlord’s sole cost, (A) perform any work necessary to cause the Premises (in shell condition) and are subject associated Common Facilities to be ADA compliant (other than such work as is caused by and which is a part of the work on the Approved Plans), (B) install new roof-mounted package HVAC units with condensation lines, platforms, curbs and drops through the roof structure to service the Premises (at a capacity of one (1) ton per 400 square feet of the Premises) this work is to include required MEP and structural engineering drawings and related permits, (C) install main electrical switchgear to service the Premises (not including sub-panels or interior electrical distribution) which such electrical service shall be 800 amps, 277/480 volt, 3-phase, 4-wire power, including providing an (max) 800 amp feeder connection from the meter servicing the Premises to the provisions Premises, (D) install a new roof structure and membrane, (E) new sanitary sewer line running east-west through the Premises, (F) new overhead fire sprinkler system, excluding drops based upon Tenant’s interior plan, (G) 2” water service stubbed into the southeast corner of the LeasePremises, (H) separate conduit with pull strings for telephone and data stubbed into the Premises (and Landlord to remove all old phone equipment within the existing MPOE cabinet or expand the existing MPOE cabinet to allow space for Tenant’s equipment and secure access to the Tenant’s conduit from the adjacent tenant) and (I) new, ADA compliant perimeter sidewalks with ADA compliant handicap parking stalls based upon the existing location of entry/exit doors (collectively, the “Supplemental Building Work”). All such Supplemental Work has been completed as of the date hereof except item (B). All of such Supplemental Building Work shall be constructed as determined by Landlord’s in its discretion, by a contractor chosen by Landlord. In the event that Tenant requires additional HVAC capacity, Landlord shall cooperate with Tenant to obtain same, at no cost to Landlord. All HVAC work below the roof structure, including, but not limited to, ducting, thermostats and grills, shall not be included in the Supplemental Building Work. Landlord’s Work shall not include (1) telecommunications cabling for Tenant, (2) Tenant’s furniture, fixtures and equipment, (3) Tenant’s signage and (4) Tenant’s antennas pursuant to Section 48.10. All such items shall be the responsibility of Tenant, both as to performance and payment of the costs thereof.

Landlord’s Work. Commencing Landlord shall, at its sole cost and expense, substantially perform Landlord's work 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 (the “Landlord’s Work”). Landlord shall not be 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 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 respect to the extent such costs and expenses exceed an allowance (the “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. Notwithstanding anything herein to the contraryOffice Park, 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 valuePremises, and the selected bid price Building in such manner as to comply with the requirements of Exhibit B (entitled "Description of Landlord's Work"). The location of such building within the Office Park and the Premises are described on Exhibit A (entitled "Premises"). Notwithstanding the foregoing, the location, type, shape, height and number of stories of such building and the nature and identity of the occupants of adjoining premises shall each be subject to such changes (whether ordinary or extraordinary, foreseen or unforeseen) as Landlord shall, at any time and from time to time, deem in its sole judgment to be desirable for the benefit of the Office Park or Building. No such changes, or any of them, shall invalidate or affect this Lease. Landlord's work shall be referred conclusively deemed approved by Tenant in all respects when Tenant opens for business in the Premises except only for items of Landlord's work which are not contemplated or do not conform to herein Exhibit B and as the “Budget.” The Budgetto which Tenant shall have given specific, together with the price estimates from the Approved Architect written notice to Landlord within thirty (as defined below), together with 30) days after Tenant opens for business. If any other costs required to design disputed interpretation or difference between Landlord and complete Tenant arises out of any matter concerning Landlord's work the Landlord’s Work (other than the Unreimburseable Landlord’s Work) same shall be collectively submitted in writing a mutually agreeable third party architect (hereinbefore and hereinafter in this Exhibit C referred to as the “Contract Price.” During design and construction, "Arbitrator") who shall in good faith determine the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance on dispute or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expensesdifference. In the event absence of fraud, bad faith or collusion, said Arbitrator's determination or award shall be final and binding and conclusive upon both Tenant and Landlord. Any award or determination rendered in accordance with this provision shall be controlling and decisive of any shortfall between question, matter of dispute thereafter arising under this Lease, if and to the estimated costs and extent that, such question, matter or dispute thereafter arising involves the actual costs, Tenant shall 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 ▇▇▇▇ thereforsame issues(s). All amounts payable pursuant to Each arbitration under this Exhibit by Tenant provision shall be considered Additional Rent and are subject to governed by the provisions laws of the LeaseState of Florida, and shall be held in Palm Beach County, State of Florida, or at such other place as the Arbitrator may reasonably designate. The change or cost of the Arbitration regardless of the award or determination shall be borne equally by Landlord and Tenant.

Landlord’s Work. Commencing with Landlord is in the Expansion Premises in its “as is” condition as process of constructing the Building at the Property. Landlord, at Landlord’s sole cost and expense shall construct Landlord’s initial construction of the date hereofBuilding including, Landlord or its designated contractor but not limited to, all shell and core improvements for the Building (including the underground parking garage), all landscaping, plaza areas, walkways, driveways, sidewalks, Building amenities and other improvements on the Land, and shall install in construct the Expansion Building and the Premises those initial and perform certain base building improvements specified in final space plans and to prepare the Premises for Tenant’s Work (as defined below), as such construction and engineering drawings approved by Landlord improvements are shown on Exhibit A-3 attached hereto, including those items listed under “LL” on the Landlord/Tenant Work Matrix (the “Work Matrix”) attached hereto as Exhibit A-4 (collectively, “Landlord’s Work”). L▇▇▇▇▇▇▇’s Work and Tenant’s Work shall be constructed by Consigli Construction (or a licensed and qualified contractor with substantial experience in constructing life sciences office and laboratory space reasonably selected by Landlord if Landlord reasonably determines that Consigli Construction will not be able to complete Landlord’s Work and T▇▇▇▇▇’s Work) (“Landlord’s Contractor”). Landlord shall cause L▇▇▇▇▇▇▇’s Contractor to construct Landlord’s Work and T▇▇▇▇▇’s Work in a good and workmanlike manner, in accordance with applicable laws and building codes, in compliance with applicable permits for Landlord’s Work and Tenant’s Work, and in accordance with Landlord’s Plans and Tenant’s Plans. Landlord shall deliver possession of the Premises to Tenant and T▇▇▇▇▇ agrees to accept the Premises with L▇▇▇▇▇▇▇’s Work and T▇▇▇▇▇’s Work Substantially Complete. Tenant acknowledges that except as set forth in this Section 3.2, it is not relying on any representations of Landlord or Landlord’s agents or employees as to the current condition or the condition of Landlord’s Work or Tenant’s Work, and Landlord shall have no obligation with respect thereto except as may be obligated to provide any improvements other than expressly set forth in this Lease. The materials and equipment furnished in the performance of Landlord’s Work and Tenant’s Work will be of good quality (consistent with first-class office and laboratory spaces, as the case may be), new and of recent manufacture and Landlord’s Work and Tenant’s Work, all components thereof and the Building Systems shall be in good working order and condition as of the completion of Landlord’s Work. On the Commencement Date the Building including, but not limited to, the roof and foundation will be in good condition and leak-free. If it is determined that the roof or foundation is not in such condition as of the Commencement Date, Landlord or its contractor shall cause the same to be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting put in such condition promptly after having notice thereof, and 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 “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. Notwithstanding anything herein to the contrary, the Construction Allowance corrective work 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 10% of the 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 shall (a) solicit bids excluded from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “BudgetOperating Costs.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing After having obtained the Peffi1its, Landlord shall construct the Premises and related improvements on the Premises Site on a turnkey basis at no cost to Tenant, in accordance with the Expansion Premises Plans and Specifications attached hereto as Exhibit "C" and in its “as is” condition as accordance with the zoning, building, environmental, health and safety codes of the date hereof, Landlord or its designated contractor shall install governmental units in which the Expansion Premises those initial improvements specified in final space plans and construction and engineering drawings approved by Landlord are situated (the “"Landlord’s 's Work”"). Landlord's Work shall be substantially completed, excepting Punchlist Items (as hereinafter defined), and possession of the completed Premises shall be delivered to Tenant for the commencement of Tenant's Work within the Construction Period, delays due to Force Majeure events excepted. Tenant shall be deemed to have accepted the Premises provided Landlord's Work is substantially complete, excepting Punchlist Items which Landlord shall not be 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 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 “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. 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 10% of the 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 complete as set forth belowin Section 15.4, and provided further that Tenant is able to perfoffi1 Tenant's Work without unreasonable interference by Landlord. Conditioned upon Tenant's providing Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for reasonable assurance that Tenant's placement of a satellite dish on the completion roof of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction AllowancePremises will not void applicable roof warranties, Tenant shall pay Landlord shall pay one hundred percent (100%) have the right to install on the roof of Landlord’s reasonable estimate the Premises a satellite dish in accordance with plans and specifications set forth on Exhibit "C". Upon expiration or earlier teffi1ination 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual coststhis Lease, Tenant shall pay for all such costs remove any satellite dish and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to related equipment installed on the provisions roof of the LeasePremises and repair any damage caused in connection therewith.

Landlord’s Work. Commencing with a. Prior to the Expansion Premises in its “as is” condition as of the date hereofDelivery Date, Landlord or its designated contractor shall install in shall, at Landlord’s sole cost and expense using building standard materials and finishes, separately demise the Expansion Premises those initial improvements specified in final space plans Premises, including installing separate meters for electrical and construction gas service and engineering drawings approved by Landlord installing a new ingress/egress door to match the existing doors (the collectively, “Landlord’s Work”). All work shall be done in 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 execution of this Lease, Landlord shall cause to be prepared a space plan depicting the Landlord’s Work (the “Demising Plan”), and Landlord shall submit the Demising Plan to Tenant for Tenant’s approval. The Demising Plan shall be consistent 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 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 and Tenant on or before the date that is fifteen (15) days after the date of final execution of the 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 shall cause to be prepared construction plans and specifications which plans and specifications shall be prepared substantially in accordance with the 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 shall request such change in a written notice to Landlord and such request shall be 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 three (3) business days, notify Landlord in writing to proceed or not to proceed with such change. In the absence of such written notice to proceed, Landlord shall not be obligated to provide any improvements other than make the change requested by Tenant. Tenant shall be responsible for all delay caused by changes in Landlord’s Work. Landlord or its contractor Work requested by Tenant. c. Tenant shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting liable for, and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of incurred by Landlord in connection with, all delay in the cost 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 failure to respond to Landlord’s request for information required for the completion of Landlord’s Work within five (5) business days of Landlord’s request or (d) any other delay requested or caused by Tenant. Under no circumstances shall Landlord be liable to Tenant 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 business (“Punch List Items”); and (ii) if necessary in order for Tenant to obtain a building permit for the construction management servicesof the Tenant Improvements (defined below), then (x) incurred in connection with Landlord shall have obtained from the City of San ▇▇▇▇ building official or his representative a final sign-off (or reasonable equivalent thereof) on the building permit for Landlord’s Work (“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 forgoing 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 extent such costs terms “Substantial Completion” and expenses exceed an allowance (the “Construction AllowanceSubstantially Complete.”) 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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing (a) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (or otherwise make available to Tenant in the plan room located in the lower level of the Building) all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for T▇▇▇▇▇’s architect to review and complete the Tenant fitout planning for Landlord’s Work for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Expansion Premises in its “as is” condition as Landlord’s Work (the “ Construction Drawings”) . Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the date hereofBuilding and hard copy plans for the remainder of the Building, but otherwise cannot assure Tenant or its architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and will be granted or withheld within five (5) days after T▇▇▇▇▇’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to T▇▇▇▇▇’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or its designated contractor disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “ Approved Construction Drawings ”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this Lease. (b) As set forth in the prior paragraph (a), Landlord and Tenant shall on or before July 1, 2017 agree upon the work to be done within the Premises as shown on the Approved Construction Drawings by the Landlord (by and through the Approved Contractor) prior to the Term Commencement Date (the “ Landlord’s Work ”) pursuant to the Approved Construction Drawings. Tenant shall have the right, as part of Landlord’s Work, to install in the Expansion Premises those initial improvements specified and thereafter maintain and operate its own heating, ventilating, and/or air-conditioning units to provide heating, ventilating and cooling to the Premises, including without limitation, equipment and support structures in final space plans a portion of the Building or Land outside the Premises as requested by Tenant and construction and engineering drawings reasonably approved by Landlord (collectively, the ““ Supplemental HVAC ”), which Supplemental HVAC shall be subject to Landlord’s Work”)reasonable approval, as more particularly described in Section 3.5(a) hereof. Landlord shall not be obligated and T▇▇▇▇▇ agree to provide any improvements other than mutually cooperate with one another in finalizing the Landlord’s WorkWork schedule. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% The portion of the cost of Landlord’s '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 “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. Notwithstanding anything herein to amount of the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the LandlordTenant’s Work, as well as certain “permissible soft costs” directly associated with the preparation and installation Share of the Landlord’s Work (which “soft costs” Costs shall be limited borne by Tenant, with the balance borne and paid for entirely by Landlord, as more fully set forth below in Section 3.6. The Landlord's Work shall be performed by Landlord's Approved Contractor to be selected in accordance with this Lease and the preparation cost of architectural drawingsLandlord's Work shall include, permitting fees, engineering fees, supervision and labor charges (if shown as a component without limiting the generality of the general conditions on the general contractor invoice) and temporary utilities consumed during construction); providedforegoing, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two the entire cost of demolishing the existing improvements and building out the Premises in accordance with the Approved Construction Drawings, (2b) qualified general contractors for the completion cost of all materials and labor related to the Landlord's Work and all permit fees, (c) the cost of full scale architectural and engineering costs in connection therewith (including the cost of Tenant’s architect), (d) a construction management fee payable to Lincoln Property Company (or any affiliated entity) equal to three percent (3%) of the so-called “hard costs” of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (ce) shall make the selection "Cost of such contractor the Work", as defined in AIA Document A111 (1987 Edition) (and also specifically including the “Contractor”) based upon price, schedule and expected value, and cost of the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from general conditions of the Approved Architect (as defined belowContractor), together with any other costs required to design and complete the . Landlord’s Work (other than shall otherwise be performed in a good and workmanlike manner. Notwithstanding anything to the Unreimburseable contrary contained in this Lease, Landlord and Tenant hereby agree that Landlord, unless included in Landlord’s Work) , shall not be collectively referred to as responsible for the “Contract Price.” During design and construction, in relocation or installation of security card readers, office furniture, security systems, internal/external telecommunications, voice and data cabling or other telephone, data and communications equipment (collectively the event that the Contract Price exceeds the Construction Allowance, “ Tenant’s Initial Work ”) nor shall Landlord have any obligation to pay therefore. Tenant shall pay Landlord shall pay one hundred percent (100%) have the right to install as part of LandlordTenant’s reasonable estimate of those costs and expenses (if any) which exceed Initial Work its own security system at the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion entry to and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeasePremises.

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 Except for Landlord's Work described in the Expansion Work Letter Agreement attached hereto as Exhibit C, the Premises those initial improvements specified shall be delivered "AS IS", subject to all title matters, all applicable zoning, and Laws and Insurance Regulations, as defined in final space plans Section 5.1 (a), and construction and engineering drawings approved by Landlord (the “Landlord’s Work”). except as set forth in this Lease, Landlord shall not be obligated required to provide make any improvements other than repairs or replacements (hereafter jointly "Repairs") or improvements, alterations or additions (hereafter collectively "Improvements") to the Premises. Tenant acknowledges that Tena▇▇ ▇▇▇ inspected (or had the opportunity to inspect) the Premises, is satisfied with the condition thereof subject to completion of Landlord’s 's Work. Landlord or its contractor Tena▇▇ ▇▇▇ees that all claims with respect to Land▇▇▇▇'▇ ▇ork shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses made within One (including a fee equal to 2% 1) year 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and constructionCommencement Date or, in the event case of latent defects, not later than thirty (30) days following the manifestation of 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 Contract Price exceeds Building in accordance with the Construction Allowance, Tenant shall pay Work Letter Agreement attached hereto as Exhibit C. Landlord shall pay one hundred percent (100%) use reasonable efforts to complete the construction of Landlord’s reasonable estimate of those costs the Leasehold Improvements and expenses (if any) which exceed deliver the Construction Allowance Premises on or before the tenth (10th) day after anticipated Commencement Date set forth in the date Basic Lease Information. If Landlord gives has been unable to complete such Leasehold Improvements and deliver the Premises on or before the anticipated Commencement Date, Landlord shall not be liable for such failure, such failure shall not affect the validity of this Lease. If Landlord has been unable to construct the Leasehold Improvements or deliver the Premises because Tenant notice of Landlord’s estimate of such expenses. In has failed to comply with its obligations under the event of Work Letter Agreement attached as Exhibit C, or if Tenant has otherwise delayed Landlord in completing the Leasehold Improvements or obtaining any shortfall between the estimated costs and the actual costscertificate or approval for same, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.then the

Landlord’s Work. Commencing (a) In order to allow Tenant to expand its use of the Premises for the Permitted Use, Tenant has requested that Landlord construct the New Building based on building plans and specifications attached hereto as Exhibit C regarding a the New Building of approximately 45,151 square feet (“Building Plans and Specifications”), which have been approved by Tenant. The location of the New Building shall be as shown on the Site Plan. Subject to the terms and conditions contained in this Lease, Landlord hereby agrees to cause the performance of all work necessary to complete the New Building in accordance 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 Building Plans and construction and engineering drawings approved by Landlord Specifications (the “Landlord’s Landlord Work”). Landlord shall not be obligated to provide any improvements other than Notwithstanding the foregoing, Landlord’s obligations to construct the New Building shall at all time remain subject to the availability of construction financing. (b) Tenant shall be allowed, for the purpose of construction of the Landlord Work a tenant improvement allowance in the amount of $3,768,000.00 ($83.38 per square foot based on 45,191 square feet of space build out) (the “Tenant Improvement Allowance”) which shall be used for build out, construction and/or design of the Landlord Work. Landlord or its contractor The Tenant Improvement Allowance shall be available as reasonably required by Tenant throughout payable in accordance with the design construction process to provide Tenant with budgeting and value engineering assistanceterms of the Improvement Agreement. Tenant shall pay be responsible, at its expense, for any and all cost above the Tenant Improvement Allowance necessary to complete the Landlord Work (the “Tenant Improvement Contribution”. (c) Tenant shall bear the cost, if any, of any modifications to the Landlord Work requested by Tenant if modifications result in an increase in construction costs and any architectural, engineering fees, or other design fees associated with any Tenant-requested changes or modifications of the Building Plans and Specifications after Tenant’s written approval of such costs (collectively, “Tenant’s Changes”). Landlord will invoice Tenant for all costs and expenses expense associated with any Tenant Changes, and Tenant shall pay such any such invoice to Landlord with thirty (including 30) days after the receipt thereof, unless Tenant has a fee equal good faith challenge as to 2% the amount. In the event that Tenant fails to pay any invoice received from Landlord for Tenant Changes within such 30-day period, Landlord shall have the right to amortize the amount of any invoice unpaid by Tenant plus interest at a rate of eight percent (8%) per annum and the Fixed Minimum Rent shall be increase thereby. (d) Landlord shall use commercially reasonable efforts to cause the Landlord Work to be Substantially Completed (as defined below) on or before January 1, 2016. The New Building shall be deemed “Substantially Completed” for the purposes of the cost Lease when (i) Landlord has completed the Landlord Work in substantial accordance with the Building Plans and Specifications as approve by Tenant and attached hereto, excluding only minor punch list items which do not materially interfere with Tenant’s ability to occupy and use the New Building for its intended purpose, as evidenced by a certificate of substantial completion provided by Landlord’s Work architect or contractor (ii) Landlord has obtained a permanent Certificate of Occupancy for Landlord’s construction management servicesthe New Building (if required for Tenant to be able to occupy all forty five thousand (45,151) incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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 space in the Expansion Premises. Notwithstanding anything herein to New Building) (iii) the contraryNew Building must be completely closed in with all glass installed and roof work complete, the Construction Allowance shall (iv) permanent utilities must be used to fund the installation of permanent leasehold improvements included in the Landlord’s Workinstalled and operational (including HVAC, gas, water and electricity, as well as certain “permissible soft costs” directly associated a fully operational electrical panel), and (v) the New Building is available for occupancy by Tenant so that Tenant can use the New Building for the intended purpose. Tenant shall, at no out-of-pocket costs to Tenant, use its best efforts to assist Landlord as necessary to obtain the Certificate of Occupancy for the New Building. Landlord or Landlord’s Contractor will provide to the designated Tenant Construction Project Manager bi-weekly progress updates for the Landlord Work including but not limited to: photos, 3 week look ahead on construction schedule updates and applicable inspection progress with all applicable governing authorities. (e) Landlord shall notify Tenant’s project manager in writing at least thirty (30) days prior to the preparation date on which Landlord anticipates that the Landlord Work will be Substantially Completed. Such notice shall state the date on which Landlord anticipates that the Landlord Work will be Substantially Completed and installation that the New Building will be available for occupancy by Tenant upon such date, as well as issuance of the Landlord’s Work Final Certificate of Occupancy (which the “soft costs” shall be limited to Substantial Completion Date”). Landlord will confirm 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the bids Substantial Completion Date 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within project manager at least ten (10) days prior to the Substantial Completion Date. (f) Within ten (10) business day after Landlord notifies Tenant that the Landlord Work is Substantially Complete, Landlord or Landlord’s representative and Tenant’s construction representative shall perform a final inspection and generate a punch list (the “Tenant Inspection Punch List”). After the inspection, Tenant shall provide Landlord with a copy of the Tenant Inspection Punch List. Landlord shall diligently proceed to correct and complete all punch list items listed on the Tenant Inspection Punch List within thirty (30) days of receipt of Tenant Inspection Punch List. (g) On the Substantial Completion Date, Landlord shall complete a Declaration of Substantial Completion (the “Declaration”) in the form attached hereto as Exhibit D, and deliver the completed Declaration to Tenant. Within twenty (20) days after Tenant receives the completed Declaration from Landlord, Tenant shall execute and return the Declaration to Landlord to confirm the Substantial Completion Date and the Term unless Tenant disputes the date of Substantial Completion. Failure to execute the Declaration shall not affect the Substantial Completion Date. (h) Notwithstanding any provision of the Lease to the contrary, during the course of construction of the New Building and until the full and final completion of the Landlord Work (the “Construction Period”), the following shall apply: (i) Landlord, its employees, agents and contractors, shall have the right to enter the Premises and maintain and carry on within the Premises such activities as may be reasonably required, necessary, convenient or incidental to the construction, inspection and completion of the New Building and the Landlord Work, provided, however, Landlord, its employees, agents and contractors shall at all times be required to conduct their construction activities and entries into the Premises in a ▇▇▇▇ thereformanner designed to avoid any material interference with Tenant’s business operations. (ii) Provided, Landlord abides by the requirements set forth above in Section 5 (f)(i), then Landlord shall not be liable to Tenant and Tenant shall have no right to rent abatement or to terminate this Lease whatsoever based on Landlord and its employees, agents and contractors construction activities occurring on or within the Premises as long as Landlord’s work does not materially interfere with Tenant’s use of the Premises. (iii) Tenant, its employees, agents and contractors will not unreasonably interfere with Landlord's employees, agents or contractors in the pursuit of Landlord's performance of Landlord Work. Landlord also agrees not to materially interfere with Tenant’s operations at the Premises during construction of the New Building. Tenant hereby assumes all risks inherent in an ongoing construction site on the Premises and release Landlord from any claim or cause of action arising out of injury to person or property resulting from construction activity on the Premises except as may arise from Landlord’s, Landlord's employees, agents or contractors own negligence or intentional misconduct. (i) All amounts payable pursuant work not within the scope of the Building Plans and Specifications, including but not limited to this Exhibit furnishing and installing of telephones, communication and computer cables, interior design services, furniture, and office equipment, shall be furnished and installed by Tenant at Tenant’s expense. Notwithstanding the foregoing, if provided for in the Building Plans and Specifications, Landlord will put in the required line drops as specified by Tenant for Tenant’s telephones, communication and computer cables and any other installations as agreed to by the parties. Tenant’s contractors, subcontractors, and labor shall be considered Additional Rent insured and are acceptable to and approved by Landlord and shall be subject to the provisions administrative supervision of the LeaseLandlord (which administrative supervision shall be at no cost to Tenant).

Landlord’s Work. Commencing (i) Landlord, at Landlord’s sole cost and expense, agrees to construct, or cause to be constructed, the core and shell of the Building (“BASE BUILDING” or “BASE BUILDING WORK”) substantially in accordance with the Expansion Premises in its plan development drawings and core and shell description (“PLAN DEVELOPMENT DRAWINGS AND DESCRIPTION”) attached to this Lease as isEXHIBIT J, as such Plan Development Drawings and Description have been or are hereafter developed into the Design Documents, and as modified from time to time, all subject to the limitations on Scope Changes described hereinbelow. For purposes of this Section, “DESIGN DOCUMENTS” condition shall mean the Plan Development Drawings and Description as of the date hereof, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in further developed into final space plans and construction and engineering drawings approved by Landlord (the “specifications. In addition to Landlord’s Work”). Landlord shall not be 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 obligations to provide Tenant with budgeting copies of all construction drawings and value engineering assistance. plans and specifications, as hereinafter described, Landlord shall notify Tenant shall pay all costs and expenses (including a fee equal of any material changes to 2% the Design Documents which are not within the scope of the cost Plan Development Drawings and Description (collectively, “SCOPE CHANGES”). No material Scope Changes affecting Tenant rights hereunder in any material respect shall be made unless Landlord obtains Tenant’s consent thereto (which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall be given or withheld within five (5) business days following such request by Landlord; provided that if Tenant fails to respond within the five (5) business day period, Landlord shall give Tenant an additional notice requesting Tenant’s consent, and if Tenant fails to respond within two (2) business days following the second request, Tenant’s consent shall be deemed given). In addition, Landlord shall provide Tenant with copies of any construction drawings and plans and specifications, including the Design Documents and progress and construction administration documents, for the Base Building Work, as they are developed; provided further, that following completion of the construction drawings for the Base Building Work, any changes made thereafter shall be highlighted on the copies delivered to Tenant. In addition, Tenant may from time to time request changes in the Design Documents, which changes shall be subject to Landlord’s approval, not to be unreasonably withheld or delayed, so long as the changes do not delay Substantial Completion of Landlord’s Work, Tenant pays all increased costs of Landlord’s Work for Landlord’s construction management services) incurred in connection with resulting from the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 valuechanges, and the selected bid price shall changes do not otherwise adversely affect the costs of operating, insuring or maintaining the Building or affect the ability of Landlord to lease the balance of the Building not leased to Tenant or reduce the Rentable Square Feet of the Building. (ii) Landlord also agrees to construct, or cause to be referred constructed the Tenant Improvements, all as more particularly described and defined in, and subject to herein all of the terms and conditions of the Workletter Agreement (“WORKLETTER AGREEMENT”) attached to this Lease as EXHIBIT K and to wire Tenant’s workstations installed as part of the FF&E with telephone, data and electrical wiring (“Budget.” WORKSTATION WIRING”). The BudgetBase Building, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design Tenant Improvements and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be Workstation Wiring are collectively referred to in this Lease as the “Contract PriceLANDLORD’S WORK”.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing (A) 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 Expansion Premises Approved Base Building Plans and Specifications (as defined in its “as is” condition as Section 4.3(C) hereof). In addition, Landlord shall perform the work for the preparation of the date hereofPremises for Tenant’s occupancy (“Tenant Improvement Work”) in conformity with the 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 Base Building Work and those items which will be part of the Tenant Improvement Work. Tenant shall enter into agreements with Sasaki Associates, Inc., which is pre-approved by Landlord, or another similarly reputable, licensed and insured architectural firm selected by Tenant and reasonably acceptable to Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space plans (“Tenant’s Architect”) and construction engineers selected by ▇▇▇▇▇▇ and engineering drawings approved by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed) who will be preparing the Tenant Plans (as hereinafter defined) (“Tenant Design Work”). If Landlord fails to respond to a request for approval of an 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 not be obligated to provide any improvements other than use commercially reasonable best efforts in the construction of 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 value engineering assistance. , but Tenant shall pay all costs and expenses have no claim against Landlord for failure so to complete construction of Landlord’s Work, except as expressly set forth in Section 4.2. (including a fee equal to 2% B) Landlord shall keep Tenant apprised of the cost status of the performance of Landlord’s Work for on a regular basis. (1) From and after the Execution Date of this Lease, Landlord and its general contractor shall hold job meetings (“Job Meetings”) with Tenant and its representatives concerning Landlord’s construction management servicesperformance of Landlord's Work. Initially, such Job Meetings shall be on the request of either party on an as-needed basis, but from and after November 1, 2016 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 ability of either party to perform its work hereunder within the time periods set forth herein. Furthermore, and without limitation, Landlord shall inform Tenant of (i) incurred in connection with the Landlord’s Work any anticipated material changes to the extent such costs rentable square footage of the Premises or the Building, (ii) any anticipated Entitlement Conditions and expenses exceed an allowance (the “Construction Allowance”) equal any changes to the product of Layout and Base Building Plans and Specifications that Landlord reasonably believes could have an impact on Tenant's Plans or the TI Work (a) Nine and 00/100 dollars ($9.00whether or not the same constitute Entitlement Base Building Plan Changes as defined in Section 1.3(C), multiplied by Material Building Changes as defined in Section 4.3(C) or Material Pre-Completion Layout Changes as defined in Section 4.3(D)), (biii) the number status of square feet of rentable area achieving the milestones described in the Expansion Premises. Notwithstanding anything herein Section 4.2, (iv) any changes to the contraryRequired LEED Certification, (v) anticipated selection of subcontractors pursuant to Section 4.5(C) in excess of the lowest bids; and (vi) any anticipated changes to the Total Rentable Floor Area of the Premises, the Construction Allowance Office Portion of the Building and the Building. (2) Tenant shall be used have the right, from time to fund time upon reasonable prior notice and at reasonable times, to inspect the installation portions of permanent leasehold improvements included in Landlord's Work completed to date, provided that Tenant shall not have the Landlord’s Workright to perform any invasive inspection or examination (such as, as well as certain “permissible soft costs” directly associated with for example, cutting into drywall). (3) From time to time during the preparation and installation performance of the Landlord’s Work (which “soft costs” shall be limited under this Article IV, either party may request construction information from the other party’s Construction Representative to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component extent reasonably necessary in connection with the performance by the requesting party of the general conditions on 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 invoice) and temporary utilities consumed during construction); 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 good faith estimate of the anticipated Substantial Completion Date (as hereinafter defined), and (ii) at least thirty (30) days’ prior written notice of ▇▇▇▇▇▇▇▇’s then good faith estimate of the anticipated Actual Substantial Completion Date (as hereinafter defined); however, neither notice shall be a condition to the occurrence of the Substantial Completion Date and/or the Actual Substantial Completion Date, and in no event shall Landlord have any liability or obligation to Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds Substantial Completion Date and/or the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Actual Substantial Completion Date is different from the date indicated in Landlord’s reasonable estimate of those costs notice(s). Nothing herein shall limit Tenant's rights and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leaseremedies set forth in Section 4.2.

Landlord’s Work. Commencing (a) No later than the Effective Date, Landlord shall cause to be delivered to Tenant for Tenant’s review (or otherwise make available to Tenant in the plan room located in the lower level of the Building) all construction and mechanical engineering plans and documents (both those in hard copy and CAD) in Landlord’s possession in order for Tenant’s architect to review and complete the Tenant fitout planning for Landlord’s Work for the Premises containing sufficient detail in order for Landlord (or the Approved Contractor) to obtain all applicable permits and governmental approvals and otherwise consistent with the Expansion Premises in its Landlord’s Work (the “as is” condition as Construction Drawings”). Landlord represents to Tenant it has provided to Tenant a full set of CAD drawings for the third floor of the date hereofBuilding and hard copy plans for the remainder of the Building, but otherwise cannot assure Tenant or its architect that it can provide further existing architectural or mechanic plans for the Building that Tenant or its architect may require. Tenant shall cause to be delivered to Landlord on or before June 15, 2017 the Construction Drawings for Landlord’s approval, which approval of Landlord shall not be unreasonably withheld, conditioned or delayed and will be granted or withheld within five (5) days after Tenant’s delivery of same to Landlord. If Landlord disapproves the proposed Construction Drawings, Landlord shall specify the basis for such disapproval in reasonable detail, and Tenant will cause its architect to revise the Construction Drawings to address such deficiencies and promptly submit the same to Landlord. The scope of Landlord’s review of any such revised Construction Drawings will be limited to Tenant’s architect’s correction of the items specified by Landlord in Landlord’s notice of disapproval. Landlord will notify Tenant of Landlord’s approval or its designated contractor disapproval of such revised Construction Drawings within five (5) days following receipt of same, and this process shall install continue until Landlord has approved the Construction Drawings (with such approved Construction Drawings constituting the “Approved Construction Drawings”). Landlord and Tenant confirm and agree that the Approved Constructing Drawings shall be fully approved by July 1, 2017 in order to allow the parties sufficient time to timely approve the Landlord’s Approved Contractor and complete Landlord’s Work in accordance with this Lease. (b) As set forth in the Expansion prior paragraph (a), Landlord and Tenant shall on or before July 1, 2017 agree upon the work to be done within the Premises those initial improvements specified in final space plans as shown on the Approved Construction Drawings by the Landlord (by and construction and engineering drawings approved by Landlord through the Approved Contractor) prior to the Term Commencement Date (the “Landlord’s Work”) pursuant to the Approved Construction Drawings. Tenant shall have the right, as part of Landlord’s Work, to install in the Premises and thereafter maintain and operate its own heating, ventilating, and/or air-conditioning units to provide heating, ventilating and cooling to the Premises, including without limitation, equipment and support structures in a portion of the Building or Land outside the Premises as requested by Tenant and reasonably approved by Landlord (collectively, the “Supplemental HVAC”), which Supplemental HVAC shall be subject to Landlord’s reasonable approval, as more particularly described in Section 3.5(a) hereof. Landlord shall not be obligated and Tenant agree to provide any improvements other than mutually cooperate with one another in finalizing the Landlord’s WorkWork schedule. Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% The portion of the cost of Landlord’s '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 “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. Notwithstanding anything herein to amount of the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the LandlordTenant’s Work, as well as certain “permissible soft costs” directly associated with the preparation and installation Share of the Landlord’s Work (which “soft costs” Costs shall be limited borne by Tenant, with the balance borne and paid for entirely by Landlord, as more fully set forth below in Section 3.6. The Landlord's Work shall be performed by Landlord's Approved Contractor to be selected in accordance with this Lease and the preparation cost of architectural drawingsLandlord's Work shall include, permitting fees, engineering fees, supervision and labor charges (if shown as a component without limiting the generality of the general conditions on the general contractor invoice) and temporary utilities consumed during construction); providedforegoing, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two the entire cost of demolishing the existing improvements and building out the Premises in accordance with the Approved Construction Drawings, (2b) qualified general contractors for the completion cost of all materials and labor related to the Landlord's Work and all permit fees, (c) the cost of full scale architectural and engineering costs in connection therewith (including the cost of Tenant’s architect), (d) a construction management fee payable to Lincoln Property Company (or any affiliated entity) equal to three percent (3%) of the so-called “hard costs” of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the same, and (ce) shall make the selection "Cost of such contractor the Work", as defined in AIA Document A111 (1987 Edition) (and also specifically including the “Contractor”) based upon price, schedule and expected value, and cost of the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from general conditions of the Approved Architect (as defined belowContractor), together with any other costs required to design and complete the . Landlord’s Work (other than shall otherwise be performed in a good and workmanlike manner. Notwithstanding anything to the Unreimburseable contrary contained in this Lease, Landlord and Tenant hereby agree that Landlord, unless included in Landlord’s Work) , shall not be responsible for the construction, relocation or installation of security card readers, office furniture, security systems, internal/external telecommunications, voice and data cabling or other telephone, data and communications equipment (collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant’s Initial Work”) nor shall Landlord have any obligation to pay therefore. Tenant shall pay Landlord shall pay one hundred percent (100%) have the right to install as part of LandlordTenant’s reasonable estimate of those costs and expenses (if any) which exceed Initial Work its own security system at the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion entry to and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeasePremises.

Landlord’s Work. Commencing with Tenant accepts the Expansion Premises Space in its “as as-is” condition as of shown on Exhibit B attached hereto and incorporated herein by reference, subject to the date hereoftenant improvement items shown on the plans attached hereto as Exhibit C (the “Phase I Work”) and Exhibit D (the “Phase II Work”). Other than defects caused by or arising from Tenant’s acts or omissions, Landlord or its designated contractor warrants that the Office Space shall install be free of defects in materials and workmanship for a period of one (1) year from the Expansion Premises those initial improvements specified in final space plans Space Commencement Date. The Phase I Work and construction and engineering drawings approved by Landlord (the Phase II Work are sometimes collectively referred to herein as “Landlord’s Work”). Landlord shall perform Landlord’s Work. Unless otherwise specified on the plans attached hereto as Exhibit C and Exhibit D, all Landlord’s Work shall be done to Landlord’s Tenant Improvement Standards attached as Exhibit B-4 to the Lease. Tenant shall occupy the Office Space upon substantial completion of the Phase I Work and shall occupy the Lab Space upon substantial completion of the Phase II Work. Upon substantial completion of the Landlord’s Work for each Phase, Landlord shall notify Tenant of such substantial completion and Landlord and Tenant shall inspect the Landlord’s Work for such Phase and shall prepare a punchlist of items of Landlord’s Work requiring repair which Landlord shall complete within thirty (30) days. Notwithstanding anything contained herein or in Exhibit C and Exhibit D to the contrary it is understood that Landlord’s Work shall not include the improvements set forth on Exhibit E attached hereto and incorporated herein by reference, whether “priced” by Landlord or not. If Tenant wishes to have any of the work or tenant improvements listed on Exhibit E performed, then the same shall be done at Tenant’s expense as a change order or shall be done by Tenant at Tenant’s expense. Any work done by Tenant at Tenant’s expense is subject to Landlord’s prior written approval and other requirements of Section 5.01 of the Lease regarding alterations or work by Tenant. This Amendment presumes that the Phase I Work and the Phase II Work shall be done “turnkey”, with Landlord paying for the cost of constructing the Phase I Work and the Phase II Work. No changes may be made to the Phase I Work. Landlord will not be obligated able to make significant changes to the items included the Phase II Work unless Tenant pays for the entire cost of such changes with no offset for deleted items, if any, and Landlord may require Tenant to deposit with Landlord the estimated costs of such changes in excess of the Change Order Allowance set forth below. If significant changes to the Phase II Work are requested, but Tenant does not agree to pay for such changes or does not deposit the estimated cost of such work with Landlord, then Landlord, at its option may (i) refuse to perform the requested change(s) or (ii) convert the nature of the agreement as to the Phase II Work from a “turnkey” arrangement to a “Tenant pays for upfit” arrangement with Landlord providing a “tenant improvement allowance” for the Phase II Work in the amount of$54,500.00 (this amount being representative of the cost of the Phase II Work outlined on Exhibit D). If Landlord converts the nature of the agreement as to the Phase II Work to a “Tenant pays for upfit” arrangement with Landlord providing a tenant improvement allowance, then, Landlord shall give Tenant an offset for deleted items in the Phase II Work pursuant to the approved change orders. Regardless of whether the Phase II Work is a “turnkey” arrangement or “Tenant pays for upfit” arrangement, Landlord will provide an additional allowance up to a $10,000 maximum (the “Change Order Allowance”) for the cost of changes to the Phase I Work and Phase II Work collectively made pursuant to change orders approved by both Landlord and Tenant; provided however it is understood that the Change Order Allowance shall only be used to pay for building standard office improvements; no specialized laboratory equipment or other non-building standard office items or upgrades from building standard office upfit shall be paid for by the Change Order Allowance. For the purposes of this Amendment, the upfit items provided to Tenant under the Lease in connection with the initial upfit of the Existing Premises shall be considered to be “building standard office improvements”. For each $5,000 (or portion thereof) of the Change Order Allowance used, the base rental rate on the Additional Space shall increase by $0.16 per square foot per annum on a pro-rata basis based on the amount of the Change Order Allowance actually used. Tenant acknowledges that Landlord, its employees, agents, contractors (and their subcontractors) shall be working on the Phase II Work and any improvements other than punchlist items for the Phase I Work in the Expansion Space (and as necessary in the Existing Premises) after the Expansion Space Commencement Date. Tenant hereby grants to Landlord, its employees, agents, and contractors (and their subcontractors) an easement in and over the Expansion Space and Existing Premises to access and perform the Landlord’s Work. Tenant acknowledges and agrees that, provided Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of is prosecuting Landlord’s Work for in a timely manner (subject to delays outside Landlord’s construction management servicesreasonable control and delays caused by Tenant, its agents, employees, invitees and contractors) incurred in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “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. 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 performance of the Landlord’s Work (which “soft costs” shall not constitute a constructive eviction or a breach of the warranty of quiet enjoyment for either the Expansion Space or the Existing Premises. Other than defects caused by or arising from Tenant’s acts or omissions, Landlord warrants that the Lab Space shall be limited to free of defects in materials and workmanship for a period of one (1) year from the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component completion 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 10% of the total Construction Allowance towards such permissible soft costsPhase II Work. Tenant shall not receive any credit, cash or otherwise, for any unused portion occupy the Lab Space prior to the substantial completion of the Construction AllowancePhase II Work and shall coordinate with Landlord so as to not delay the completion of the Phase II Work. After plans have been produced as set forth belowNotwithstanding the foregoing, if Landlord or Landlord’s construction manager determines the same will not interfere with the performance of the Phase II Work, Landlord shall (a) solicit bids from not less than hereby agrees to give Tenant, its agents and contractors access to the Lab Space at least two (2) qualified general contractors weeks prior to the d▇▇▇ Landlord estimates it will complete the Phase II Work to install Tenant’s telephone and wiring for the completion of the Lab Space, provided however, Tenant, its agents and contractors shall coordinate their work with Landlord, Landlord’s Work, (b) share the 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 selected bid price shall be referred and/or construction manager so as to herein as the “Budget.” The Budget, together not interfere with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Phase II Work. Tenant acknowledges that all of Landlord’s Work (other than in regard to the Unreimburseable Landlord’s Work) shall be collectively referred to as tenant improvements for the “Contract Price.” During design Existing Premises set forth in Article 3 of the Lease have been fully completed by Landlord and constructionTenant has accepted the Existing Premises, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of additional Landlord’s Work to be done in the LeaseExisting Premises pursuant to Exhibit C and Exhibit D attached hereto.

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 (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than construct, in accordance with Exhibit “C” attached hereto, the Landlord’s WorkWork (as therein defined). If Landlord or its contractor shall actually be available as reasonably required by Tenant throughout delayed in the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost Substantial Completion of Landlord’s Work for as a result of (i) any interference with the progress of Landlord’s construction management servicesWork by Tenant or its employees, agents or contractors; (ii) incurred Tenant’s request for materials, finishes or installations other than Landlord’s standard; or (iii) the performance or completion of any work, labor or services by Tenant or anyone employed by Tenant (each, a "Tenant Delay"), then the Additional Premises Commencement Date and the payment of Rent for the Additional Premises shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of the Landlord's Work is requested by ▇▇▇▇▇▇ and approved by Landlord, then such increased costs associated with such change, revision or supplement shall be paid by Tenant upfront and such change, revision or supplement shall not alter Tenant's obligations under the Lease. Notwithstanding anything to the contrary stated in connection with Section 4 above, the Additional Premises Commencement Date shall be on the date the Additional Premises would have been delivered to Tenant but for Tenant Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Section 9 of the Original Lease. Notwithstanding anything in this Amendment to the contrary, Landlord shall only be responsible for payment of a maximum cost for the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product calculated by multiplying (A) $25,395.00 and (B) a fraction, the numerator of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) which is the number of square feet of rentable area months remaining in the Expansion PremisesTerm from the Additional Premises Commencement Date and the denominator of which is thirty-six (36) (the “Tenant Allowance”). 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 All costs 4856-9474-2740 v2 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 10% of the total Construction Tenant 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 borne by ▇▇▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant and shall be considered Additional Rent and are subject paid to Landlord upon the provisions execution of the Leasethis Amendment by ▇▇▇▇▇▇.

Landlord’s Work. Commencing with Landlord shall construct the Expansion Premises in its “accordance with Landlord’s obligations as is” condition as of the date hereof, Landlord or its designated contractor shall install set forth in the Expansion Premises those initial improvements specified in final space plans work letter attached hereto as Exhibit B, and construction and engineering drawings approved by Landlord (the hereinafter referred to as “Landlord’s Work”). Landlord shall not be obligated will deliver the Premises 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 value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost of Landlord’s Work substantially completed (except for Landlord’s construction management services) incurred in connection with the Landlord’s Work to the extent such costs minor and expenses exceed an allowance (the “Construction Allowance”) equal to the product non-material punch list items that Landlord and Tenant reasonably agree will not delay completion of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the LandlordTenant’s Work, as well as certain “permissible soft costs” directly associated with defined in subparagraph B of this Article) on or before the preparation and installation Commencement Date or other date specified in Exhibit B. As of the date Landlord delivers the Premises to Tenant, all lighting fixtures shall be in proper working order (subject to minor issues customarily treated as punch list matters) and all interior glass walls and all other walls shall be intact (and all loose impediments, pallet shelving and other freestanding equipment in the Premises shall be removed) per the prior tenant’s floor plan as viewed by Tenant on March 19, 2008, with any repairs or replacements to such glass walls that are needed shall be at Landlord’s sole cost and expense (and shall not be paid for from the Tenant Improvement Allowance). If Landlord is delayed in completing Landlord’s Work (by strike, shortages of labor or materials, delivery delays, delays caused by Tenant or other matters beyond the reasonable control of Landlord, then Landlord shall give notice thereof to Tenant and the date on which “soft costs” Landlord is to turn the Premises over to Tenant for Tenant’s Work and the Commencement Date shall be limited to postponed for an equal number of days as the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown delay as a component of set forth in the general conditions on the general contractor invoice) and temporary utilities consumed during construction); providednotice. Providing, however, that in no event if such delays exceed ninety (90) days, then either Landlord or Tenant upon notice to the other shall Tenant be permitted have the right to apply an amount in excess of 10% of terminate this Lease without liability to either party. If the total Construction Allowance towards such permissible soft costs. Commencement Date is postponed as described above, Tenant shall not receive any credit, cash or otherwise, for any unused portion of execute a writing confirming the Construction Allowance. After plans have been produced Commencement Date on such form as set forth belowin Exhibit E attached hereto upon Landlord’s request. So long as Tenant’s early access to the Premises does not interfere with Landlord’s Work in the Premises, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors provide Tenant with access to the Premises immediately following the Effective Date for the completion limited purpose of viewing and measuring the LandlordPremises during Tenant’s Workdesign and layout process, (b) share provide Tenant early occupancy at least sixty (60) days prior to the bids with Tenant’s Authorized Representative Commencement Date to allow Tenant to complete its cabling and solicit his or her input on the sameequipment installation, and (c) shall make provide Tenant early occupancy at least thirty (30) days prior to the selection Commencement Date to allow Tenant to complete its fixturing and furnishing work. Tenant’s early access and possession of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price Premises shall be referred to herein as upon all of the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design terms and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, conditions of this Lease except Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of no rent with respect to such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leaseearly possession period.

Landlord’s Work. Commencing The Landlord shall, at its own cost and expense, provide all necessary labor and materials and perform all the work required for construction of the Demised Premises ("Tenant Improvements"). The Landlord shall supervise and direct the work on the Tenant Improvements using Landlord's best skill and attention, and Landlord shall be solely responsible for all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the work on the Tenant Improvements. Landlord warrants to the Tenant that all materials and equipment incorporated in the Tenant Improvements will be new unless otherwise specified, and that all work on the Tenant Improvements will be of good quality, free from known faults and defects, and in substantial conformity with the Expansion Plans. (a) Landlord shall complete the construction of the Leased Premises in its “as is” condition as a good and workmanlike manner and in substantial accordance with plans and specifications ("Plans") to be prepared by Landlord and approved by Tenant. A complete set of the date hereof, agreed upon Plans shall be initialed by and distributed to 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 Tenant. (the “Landlord’s Work”). Landlord b) The Plans shall not be obligated to provide changed or altered in any improvements other than the Landlord’s Workway except by change order approved in writing by Landlord and Tenant ("Change Order"). Landlord or its contractor All Change Orders shall be available as reasonably valid and binding upon Landlord and Tenant only if authorized by written Change Order signed prior to commencement of the work on the Tenant Improvements reflected thereby. The Landlord shall have the right to substitute for the materials and equipment required by Tenant throughout the design construction process to provide Tenant Plans, materials and equipment of equal quality and standard, provided said substitutions conform with budgeting applicable building codes and value engineering assistanceare the subject of a Change Order. Tenant Each and every Change Order shall pay all costs and expenses (including state whether the change will entail 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 “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 delay in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation date 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “BudgetSubstantial Completion.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Lease.

Landlord’s Work. Commencing with In addition to the Expansion Premises in its “as is” condition as of the date hereofBase, Shell and Core, Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space accordance with Landlord’s plans and construction and engineering drawings approved by Landlord specifications for the same, shall perform the following work (the collectively, “Landlord’s Work”) in the Project: (i) modify all relevant mechanical/HVAC and Fire/Life/Safety systems serving the Building as deemed necessary by Landlord to convert the Project from a single-tenant building to a multi-tenant Project (including, the splitting of such mechanical/HVAC and Fire/Life/Safety systems as necessary to separately demise the Premises from the remainder of the Project and the Fire/Life/Safety and Access System work described on Schedule “1” attached hereto and made a part hereof); (ii) in accordance with applicable laws in effect as of the date of the Lease, install a fire exit stairwell to be located near the center atrium of the Project; (iii) inspect the HVAC system serving the Premises for proper working condition and to the extent not already existing as of the date of the Lease, complete the HVAC System related work described on Schedule “1” attached hereto; and (iv) restore the second (2nd) floor portion of the Project located over the lobby atrium of the Project as may be necessary to facilitate the installation of the proposed stairwell described in clause (ii) of this Section 1.2 (the “Atrium Restoration Work”). Landlord shall not be obligated to provide any improvements other than the Landlord’s Work. Landlord or its contractor Work shall be available performed in compliance with all applicable laws in effect as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the date of the Lease. 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 “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. Notwithstanding anything herein to the contrary, the Construction Allowance shall be used to fund the installation of permanent leasehold improvements included in the borne by 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 Tenant shall, at its sole cost and expense reimburse Landlord for the costs incurred by Landlord in no event shall Tenant be permitted to apply an amount in excess of 10% connection with the design and construction of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash or otherwise, for any unused portion of Atrium Restoration Work as a charge against the Construction Allowance. After plans have been produced Existing Lease Restoration Deposit as set forth below, Landlord shall (ain Section 2(d)(iv) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s WorkLease. Notwithstanding anything to the contrary herein, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on calculation of the same, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed incurred by Landlord in connection with the Construction Allowance on or before Atrium Restoration Work shall specifically exclude the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and expenses of installing the actual costs, Tenant shall pay for all stairwell described in clause (ii) of this Section 1.2 and such costs and expenses of installing the stairwell shall be borne by Landlord. Landlord shall competitively bid the construction of the Atrium Restoration Work to at least three (minus any progress payments made 3) contractors. Tenant, in accordance with Landlord’s bidding process, may submit to Landlord the name of one (1) contractor to competitively bid such construction, so long as aforesaidsuch contractor satisfies Landlord’s selection criteria and qualifications. The three (3) following substantial completion contractors shall submit their bids on a “sealed bid” basis to Landlord and Tenant at the same time. Landlord and Tenant shall thereafter meet to review said bids and attempt to mutually agree upon the contractor to be selected to perform the Atrium Restoration Work. If Landlord and Tenant fail to agree upon the contractor to be awarded the construction contract within ten five (105) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to following the provisions delivery of the Leaselast sealed bid to Landlord and Tenant. The award shall go the contractor whose bid was the lowest (after first adjusting the bids for inconsistent or incorrect assumptions so that a like-kind comparison can be made and a low bidder determined). Landlord and Tenant agree to use their commercially reasonable efforts to coordinate their respective work in order to avoid conflicts between Landlord’s Work and the Improvements.

Landlord’s Work. Commencing with 6.1 Prior to the Expansion Premises in its “as is” condition as of the date hereofCommencement Date, Landlord or its designated contractor shall install will perform the work and make the installations in the Expansion Premises those initial improvements specified substantially as set forth in final space plans Exhibit B annexed hereto and construction made a part hereof (such work and engineering drawings approved by Landlord (the “installations being herein called "Landlord’s 's Work”"). Landlord Landlord's obligation to perform Landlord's Work shall not be obligated require Landlord 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 value engineering assistance. Tenant shall pay all incur overtime costs and expenses (including a fee equal and shall be subject to 2% unavoidable delays due to acts of God, governmental restrictions, strikes, labor disturbances, shortages of material and supplies, and for any other cause or event beyond Landlord's reasonable control. Landlord shall, when construction progress so permits, notify Tenant in advance of the cost approximate date on which Landlord's Work will be substantially completed in accordance with Exhibit B and will notify Tenant when Landlord's Work is in fact so completed, which latter notice shall constitute delivery of possession of the Premises to 2.1. If any dispute shall arise as to whether the Premises are substantially completed and ready for Tenant's occupancy, a certificate furnished by Landlord's architect certifying the date of substantial completion shall be conclusive of that fact and date and binding upon Landlord and Tenant. It is understood and agreed by Tenant that any minor changes from any plans or from said Exhibit B that may be necessary during construction of the Building or the Premises shall not affect or change this Lease or invalidate same. It is agreed that by occupying the Premises, Tenant formally accepts same and acknowledges that the Premises are in the condition called for hereunder. Failure of Landlord to deliver possession of the Premises within the time and in the condition provided for in this Lease will not give rise to any claim for damages by Tenant against Landlord or Landlord's contractor. 6.2 The manner in which the common areas are maintained and operated and the expenditures therefor shall be at the sole discretion 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price use of such areas and facilities shall be referred subject to such rules and regulations as Landlord shall make from time to time. The term "common areas" as used herein as shall mean the “Budget.” The Budgetpedestrian sidewalk, together with malls, truckways, loading docks, hallways, lobby, corridors, delivery areas, elevators and escalators and stairs not contained in the price estimates from leased areas, public bathrooms and comfort stations and all other areas or improvements that may be provided by Landlord for the Approved Architect (as defined below)convenience and use of the tenants of the Building and their respective sub-tenants, together with agents, employees, customers, invitees and any other costs required licensees of Landlord. Landlord reserves the rights, from time to design and complete time, to utilize portions of the Landlord’s Work (common areas for entertainment, displays, product shows, the leasing of kiosks or such other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and constructionuses that, in the event that the Contract Price exceeds the Construction AllowanceLandlord's judgment, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s reasonable estimate of those costs do not unreasonably interfere with Tenant's use and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions enjoyment of the LeasePremises.

Landlord’s Work. Commencing with the Expansion Premises in its “(A) Attached hereto 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 EXHIBIT E are plans and outline specifications including, without limitation, working drawings, construction drawings, and engineering electrical, mechanical and plumbing drawings approved necessary to construct 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 (the “Landlord’s Work”). Landlord shall not be 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 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 “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. 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 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between Tenant wishes to make changes to the estimated costs Drawings and the actual costsSpecifications, Tenant shall submit a written request to Landlord stating with specificity the requested modifications. Tenant will pay for all any increase in Landlord's cost of construction as well as any additional costs incurred in revising the Drawings and Specifications on account of such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and requested modification. Landlord shall 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 any such additional costs and of the delay (the "Modifications Delay(s)"), if any, to be caused by the requested change, and after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by receiving such estimate, Tenant shall have the 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 aforesaid estimate, it shall so notify it to Landlord in writing within three (3) days after receipt of such estimate, and Landlord shall be considered Additional Rent obligated to make the 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 are 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) 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 provisions period of the Leaseany Modification Delays . The Commencement Date will not be delayed on account of any delay in Substantial Completion attributable to any negligence or willful misconduct of Tenant or any agent, contractor or representative of Tenant.

Landlord’s Work. Commencing Landlord shall perform the construction work (the "Landlord Work") described in EXHIBIT LW attached hereto in a good and workmanlike manner and in accordance with all Government Regulations and shall substantially complete the Expansion Premises in its “as Landlord Work (that is” condition as , complete the Landlord Work, except for normal "punch list" items which shall be completed within thirty (30) days after substantial completion of the Landlord Work) on or before May 1, 1999. Subject to the provisions of the following paragraph, if substantial completion of the Landlord Work is delayed beyond May 1, 1999, payment of Base Rent pursuant to Section 3.1 of this Lease shall commence on the date hereofthe Landlord Work is substantially complete. In the event the Landlord Work is not substantially completed on or before June 1, 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 1999 (the “Landlord’s Work”"Outside Date for Completion"). Landlord shall not be 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 value engineering assistance. , Tenant shall pay all costs and expenses (including a fee equal have the right 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 “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. 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)terminate its obligations under this Lease; provided, however, that (1) the Outside Date for Completion shall be extended for a period equal to the duration of any delays in no construction caused by strikes, shortages of materials, acts of God or other matters not reasonably within the control of Landlord, and (2) in the event any delays in completing the Landlord Work are as a result of change orders or other delays caused by Tenant, the Outside Date for Completion shall be extended day for day for each such delay caused by Tenant or longer if appropriate to compensate for additional delays which were encountered on account of items enumerated in (1) above that would not otherwise have been encountered but for the Tenant caused delays. Further, if issuance of a temporary or permanent certificate of occupancy for the Landlord Work or the Leased Property is delayed beyond May 1, 1999, because of delays caused by Tenant, then the rent commencement date shall be permitted to apply an amount in excess of 10% of the total Construction Allowance towards such permissible soft costs. May 1, 1999 and on that date Tenant shall commence to pay Base Rent and Additional Rent under this Lease. Except for latent defects and deficiencies in the Landlord Work of which Tenant has given written notice to Landlord not receive any credit, cash or otherwise, for any unused portion of later than thirty (30) days following the Construction Allowance. After plans have been produced as set forth belowCommencement Date, Landlord shall be deemed to have satisfactorily completed the Landlord Work, and Tenant shall be deemed to have waived all rights and remedies with respect to deficiencies (aother than latent defects) solicit bids from not less than two in the Landlord Work. If Tenant does give timely notice of deficiencies, Landlord shall remedy as soon as reasonably practicable any deficiencies specified in such notice and shall begin such remediation within thirty (230) qualified general contractors for days after Tenant's notice. Landlord shall bear the completion full cost of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect Design Allowance (as defined below), together with any other costs required to design and complete the Landlord’s Work Tenant Improvement Allowance (other than the Unreimburseable Landlord’s Work) as defined below). The Design Allowance shall be collectively referred the allowance for the cost of any architect or other design fees incurred to as design, and prepare the “Contract Price.” During plans and specifications necessary for, the Landlord Work, which allowance shall not exceed Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) in total. The Tenant Improvement Allowance shall be the allowance for any so-called "hard costs" incurred in constructing the Landlord Work, which allowance shall not exceed Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the Design Allowance. Tenant shall be responsible for any architect or other design fees in excess of Ten Thousand Five Hundred Sixty-Six and 00/100 Dollars ($10,566.00) and for any construction, in -related costs of the event that Tenant Improvements work exceeding Fifty-Eight Thousand Seven Hundred and 00/100 Dollars ($58,700.00) plus any unused portion of the Contract Price exceeds the Construction Design Allowance, and Tenant shall pay such amount to Landlord shall pay one hundred percent within thirty (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (1030) days after of receiving an invoice describing the costs with reasonable detail. The Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant Improvement Allowance shall be considered Additional Rent and are subject to the provisions of the Leaseused for physical improvements only.

Landlord’s Work. Commencing with Landlord shall cause to be performed at Landlord's sole cost and expense the Expansion Premises work described in its “Exhibit B (hereinafter referred to as is” condition the "Landlord's Work"). The Exhibit B which is attached hereto as of the date hereofhereof 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 shall be done in 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. Landlord shall not make any changes to the Plans without obtaining Tenant's prior written approval, which approval shall not be unreasonably withheld, conditions or delayed. 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 designated contractor shall install 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 ▇▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇, to be held in escrow pending resolution of the dispute. In the event that the Tenant desires to request a change in the Expansion Premises those initial improvements specified Landlord's Work and/or Plans, the Tenant shall make such a request in final space 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 construction specifications, and engineering drawings approved by Landlord (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 Work”)'s markup for overhead and profit in connection therewith. The Landlord shall not be obligated to provide any improvements other than perform such change orders requested by the Landlord’s Work. Tenant until both the Landlord or its contractor shall be available as reasonably required by and the Tenant throughout have executed same and Tenant has agreed to pay for the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of such change and/or modification of the cost scope of Landlord’s 's Work for Landlord’s construction management services) incurred in connection with the Landlord’s Work and Plans. The parties agree that their consent to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00)any change orders will not be unreasonably withheld, multiplied by (b) the number of square feet of rentable area in the Expansion Premises. 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, conditioned or delayed except that in no event shall Tenant be permitted to apply an amount in excess of 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors all deadlines for the completion of the Landlord’s Work, (b) share the 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 selected bid price 's Work shall be referred to herein extended as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event a result of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasedelay resulting from Tenant's change orders.

Landlord’s Work. Commencing with (a) Landlord agrees to construct the Expansion Premises in its “Base Building (as is” condition as of the date hereof, Landlord or its designated contractor shall install defined in the Expansion Premises those initial improvements specified in final space plans Development Agreement) and construction and engineering drawings approved by Landlord the Site Improvements (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than , at its expense in a good and workmanlike manner and in compliance with all Laws (as defined in Section 12), all Permitted Encumbrances and 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 terms and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% provisions of the cost Development Agreement. All of Landlord’s Work for shall be completed at Landlord’s construction management services) incurred sole cost and expense, without contribution from Tenant, except as otherwise expressly set forth in connection with the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00), multiplied by Development Agreement. (b) The Rentable Area of the number of square feet of rentable area in the Expansion Premises. Notwithstanding anything herein to the contrary, the Construction Allowance Premises shall be used 109,751 rentable square feet. (c) Prior to fund the installation of permanent leasehold improvements included in the Landlord’s WorkAugust 22, 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 10% of the 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 below2013, Landlord shall provide Tenant with (ai) solicit bids from not less than two (2) qualified general contractors for the completion reasonable evidence that Landlord has obtained construction financing and equity commitments sufficient to pay all costs of the Landlord’s Work, (b) share the bids with Tenant’s Authorized Representative and solicit his or her input on the sameProject, and (cii) shall make the selection of NDA required by Section 28(b) below. If Landlord fails to provide such contractor (the “Contractor”) based upon priceitems prior to August 22, schedule and expected value2013, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates if such failure continues for an additional thirty (30) days after written notice from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction AllowanceTenant, Tenant shall pay be entitled to terminate this Lease without limiting Tenant’s other rights and remedies with respect to such failure. (d) In the event (i) Landlord shall pay one hundred percent (100%) does not commence vertical construction of Landlord’s reasonable estimate of those costs and expenses (if any) which exceed the Construction Allowance Building on or before February 22, 2014, (ii) Landlord abandons construction of the tenth Building or ceases construction activities related to the Project after the commencement of vertical construction for a period longer than ninety (10th90) day days for reasons other than Tenant Delay or Force Majeure (or for more than one hundred twenty (120) days for reasons other than Tenant Delay only), (iii) the Substantial Completion Date does not occur within one hundred eighty (180) days after the scheduled Commencement Date herein for reasons other than Tenant Delay or Force Majeure or (iv) the Substantial Completion Date does not occur within two hundred forty (240) days after the scheduled Commencement Date herein for reasons other than Tenant Delay (regardless of Force Majeure), then, without limiting any other remedies available to Tenant at law or in equity, Tenant may terminate this Lease, which such right to terminate must be exercised at any time after the lapse of time giving rise to such termination right but no later than thirty (30) days after the date Landlord gives notifies Tenant notice of Landlord’s estimate of in writing that Tenant is entitled to exercise such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasetermination right.

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 (the “Landlord’s Work”). Landlord shall not be obligated to provide any improvements other than construct, in accordance with Exhibit “C” attached hereto, the Landlord’s WorkWork (as therein defined). If Landlord or its contractor shall actually be available as reasonably required by Tenant throughout delayed in the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant shall pay all costs and expenses (including a fee equal to 2% of the cost Substantial Completion of Landlord’s Work for as a result of (i) any interference with the progress of Landlord’s construction management servicesWork by Tenant or its employees, agents or contractors; (ii) incurred Tenant’s request for materials, finishes or installations other than Landlord’s standard; or (iii) the performance or completion of any work, labor or services by Tenant or anyone employed by Tenant (each, a "Tenant Delay"), then the Additional Premises Commencement Date and the payment of Rent for the Additional Premises shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of the Landlord's Work is requested by ▇▇▇▇▇▇ and approved by Landlord, then such increased costs associated with such change, revision or supplement shall be paid by Tenant upfront and such change, revision or supplement shall not alter Tenant's obligations under the Lease. Notwithstanding anything to the contrary stated in connection with Section 4 above, the Additional Premises Commencement Date shall be on the date the Additional Premises would have been delivered to Tenant but for Tenant Delay or Tenant’s change order. Landlord’s Work constitutes an Alteration under Section 9 of the Original Lease. Notwithstanding anything in this Amendment to the contrary, Landlord shall only be responsible for payment of a maximum cost for the Landlord’s Work to the extent such costs and expenses exceed an allowance (the “Construction Allowance”) equal to the product calculated by multiplying (A) $8,895.00 and (B) a fraction, the numerator of (a) Nine and 00/100 dollars ($9.00), multiplied by (b) which is the number of square feet of rentable area months remaining in the Expansion PremisesTerm from the Additional Premises Commencement Date and the denominator of which is thirty-six (36) (the “Tenant Allowance”). 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 All costs 4858-6938-8008 v1 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 10% of the total Construction Tenant 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 borne by ▇▇▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant and shall be considered Additional Rent and are subject paid to Landlord upon the provisions execution of the Leasethis Amendment by ▇▇▇▇▇▇.

Landlord’s Work. Commencing with At Landlord’s sole cost and expense and without deduction from the Expansion Tenant Improvement Allowance, Landlord shall prepare the Premises to be delivered to Tenant in its “as is” a condition as that meets all 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 following requirements (the “Landlord’s Work”). ): a) Free of any furniture, fixtures, equipment, inventory or signage; b) The Premises shall be delivered to Tenant in broom clean condition and free from debris with all Building systems in good working order and condition, without any deferred maintenance, to Landlord’s knowledge; c) The first floor slab will be replaced and upon completion shall be level within tolerances and at the level of quality and quantity acceptable in the construction industry for first class buildings to be used for the permitted use under this Lease; d) Landlord shall not be obligated to provide any improvements other than replace the roof at 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 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 “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. 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)expense; provided, however, that in no event said replacement performed by Landlord shall Tenant be permitted not delay any Rent Commencement unless such roof replacement work is not complete by that date (“Deadline”) which is sixty (60) days prior to apply an amount in excess of 10% of the total Construction Allowance towards First Rent Commencement Date. If the roof is not completed by such permissible soft costsDeadline, then the Tenant’s First Rent Commencement Date shall be moved back one day per every day of delay in meeting such Deadline and all subsequent Rent Commencement Dates shall be similarly postponed; and e) The HVAC system will be repaired or replaced as needed, in accordance with Landlord’s report (“Existing HVAC Report”), so that the HVAC system for the Premises shall be in good working order and repair and be operating in accordance with commercially reasonable performance standards for the permitted use of the Premises under this Lease. Landlord shall complete such repair or replacement not later than the Deadline. Until such HVAC system is replaced with a new system, Landlord shall repair and maintain such existing HVAC system at its sole expense and without passing such expense through to the Tenant as an Operating Expense, so that the HVAC system continues to meet the foregoing commercially reasonable performance standards until it is replaced. At such time as replacement of the HVAC System is reasonably required to meet the foregoing performance standards and good facilities management practices, Landlord, at its sole cost, shall not receive any creditreplace the HVAC system with an HVAC system that is reasonably appropriate for the permitted use of the Premises by Tenant and meets the foregoing performance standards. Upon such replacement, cash Landlord shall be entitled to pass through the expenses of operating and maintaining the replaced HVAC System as an Operating Expenses as and to the extent provided in the Lease. If the HVAC system repair or otherwise, for any unused replacement portion of the Construction AllowanceLandlord Work is not completed by such Deadline, then the Tenant’s First Rent Commencement Date shall be moved back one day per every day of delay in meeting such Deadline and all subsequent Rent Commencement Dates shall be similarly postponed. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion All of the Landlord’s WorkWork shall be performed in a good and workmanlike manner and in accordance with all applicable laws, (b) share the bids shall be completed with Tenant’s Authorized Representative due diligence and solicit his or her input on the sameexpeditiously, and (c) shall make the selection of such contractor (the “Contractor”) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete delivered upon completion free of all defects. DOCSSB/108279v20/100382-1006 Landlord warrants the Landlord’s Work through the date that is twelve (other than 12) months from the Unreimburseable date of completion of such Landlord’s Work) shall be collectively referred to Work as the “Contract Price.” During design and construction, set forth in the event a writing by Landlord so that the Contract Price exceeds the Construction Allowance, Tenant shall not pay Landlord shall pay one hundred percent (100%) for any such repairs of Landlord’s reasonable estimate Work directly, or indirectly as a pass through as part of those costs the Operating Expenses, and expenses (if any) which exceed the Construction Allowance on or before the tenth (10th) day after the date Landlord gives Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay be responsible for performing all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives repairs on a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the Leasereasonably prompt basis.

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 (the The “Landlord’s Work”, as more clearly described on Exhibit D attached hereto and incorporated herein by reference, shall mean the construction of the base core and shell of the Building to be located in the location set forth in the Site Plan and approved in the preliminary Conditions of Approval attached hereto as Exhibit E and incorporated herein by reference (“Site Plan”). The Landlord’s Work shall be performed by Landlord at Landlord’s sole cost and expense. The Building shall consist of the base core and shell, together with on and off-site improvements, including without limitation the Parking Facilities, and landscaping consistent with the Site Plan and the Conditions of Approval as issued by the City. Landlord and Tenant shall work with the general contractor under a design build contract as approved by the Landlord, Tenant and general contractor to design the Premises. Landlord shall not be obligated deliver to provide any Tenant two (2) sets of preliminary construction plans and specifications (“Preliminary Plans”) prepared by an architect or engineer licensed to practice in the State of California, as subcontractor to the general contractor which Preliminary Plans shall include, if applicable, information, plans and specifications respecting grading and drainage, soil, utilities, sewer and service connections, off-site improvements, locations of ingress and egress to and from public thoroughfares, curbs, gutters, on-site street improvements other than including street lighting and landscaping, pedestrian circulation and building elevations, and general mechanical, electrical and plumbing systems, all in sufficient detail to enable potential contractors and subcontractors to make reasonably accurate bid estimates and to enable Tenant to make an informed judgment about and approve the design and quality of the proposed Landlord’s Work. Tenant shall have ten (10) business days to review the Preliminary Plans to approve or disapprove of all or some of the Preliminary Plans. If Tenant disapprove of some or all of the Preliminary Plans, Landlord or its contractor agrees to use best efforts to revise the Preliminary Plans to Tenant’s satisfaction. Once the Preliminary Plans have been approved by Tenant, Landlord shall be available as reasonably required prepare final working plans and specifications substantially conforming to the Preliminary Plans previously approved by Tenant throughout (“Plans and Specifications”). Once the design final Plans and Specifications have been approved by the City, Landlord will submit a final budget and construction process to provide Tenant with budgeting and value engineering assistanceschedule for approval by the Tenant. Tenant shall pay have ten (10) business days to review the final budget and construction schedule. If Tenant disapproves of some or all costs and expenses (including a fee equal to 2% of the cost final budget and construction schedule, Landlord agrees to use best efforts to revise the budget and schedule to the mutual agreement of Landlord and Tenant. Once the budget (as approved by Tenant, the “Budget”) and construction schedule (as approved by Tenant, “Schedule”) have been approved by Tenant as final and Landlord has entered into a Guaranteed Maximum Price agreement with the general contractor, Landlord will cause Dignity Health, a California nonprofit public benefit corporation (the “Guarantor”) to enter into that certain Lease Guaranty. Landlord agrees to perform all of Landlord’s Work for Landlord’s construction management services) incurred in connection strict accordance with the Landlord’s Work to the extent such costs Budget, Schedule, Plans and expenses exceed an allowance Specifications and in a good and workmanlike manner, in accordance with all Laws (the “Construction Allowance”) equal to the product of (a) Nine and 00/100 dollars ($9.00as defined in Section 6.1), multiplied by subject to Force Majeure Events (b) as herein after defined). During the number construction of square feet of rentable area in the Expansion Premises. 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 Landlord shall provide Tenant with monthly‌ progress reports detailing the preparation and installation progress of the Landlord’s Work (which “soft costs” and Landlord shall be limited permit Tenant or Tenant’s architect to the preparation of architectural drawings, permitting fees, engineering fees, supervision and labor charges (if shown as a component make periodic inspections 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 progress of 10% of the 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 shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the Landlord’s Work, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable and propose changes to Landlord’s Work) shall be collectively referred Work as necessary to as comply with the “Contract Price.” During design Plans and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Specifications. Landlord shall pay one hundred percent (100%) of Landlord’s 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 give Tenant notice of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall pay for all such costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within at least ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions days’ written advance notice of the Leaseapproximate date that Landlord’s Work will be Substantially Complete. Landlord agrees that upon Landlord’s completion of construction of the Premises, Landlord shall provide Tenant with a courtesy copy of Landlord’s as-built Plans and Specifications regarding the Premises.

Landlord’s Work. Commencing with (a) At Landlord's expense, L▇▇▇▇▇▇▇ agrees to construct Landlord's Work and improvements to 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 Additional Space (the “Landlord’s 's Work”) in Landlord's Building standard manner, in a good and workmanlike manner, in compliance with all applicable laws and in accordance with (i) N▇▇▇▇▇ Architecture and Interiors space plan dated November 10, 2022 and revised January 6, 2023 - Project #PR1 R10/5 Plan #22.0022013.013/JNP/CFA including all Alternates on the Alternates list except for Alternate #5 attached hereto and made a part hereof as Exhibit C (the “Plans”). , and (ii) mechanical and engineering drawings (“MEPs”) to be prepared based upon the Plans. (b) Neither the preparation of the Plans and the MEPs, nor the review or approval thereof by Landlord constitutes a representation or warranty by Landlord that any such documents (i) are complete or suitable for their intended purpose, or (ii) comply with Requirements; it being expressly agreed by Tenant that Landlord assumes no responsibility or liability whatsoever to Tenant or to any other person or entity for such completeness or suitability. (c) If Tenant requests any changes to the Plans, Landlord shall not be obligated unreasonably withhold its consent to provide any improvements other than such changes, provided the Landlord’s Workchanges do not adversely affect the Building's structure, systems, equipment, appearance or value. Upon such a request by T▇▇▇▇▇, and prior to Tenant being bound by the applicable proposed change order, Landlord or its contractor shall be available as reasonably required by Tenant throughout the design construction process to promptly provide Tenant with budgeting written estimates of the increased construction costs and value engineering assistancethe time delay associated with any proposed change order. If ordered by Tenant, Landlord shall implement such change order and Tenant shall bear such costs and shall pay such estimated increased costs to Landlord within 10 days of receipt of an invoice therefor at such time as the request is approved by Landlord. If the actual increased costs are greater than the estimated increased costs, Tenant shall pay all the difference in increased costs and expenses (including a fee to Landlord within 30 days of an invoice promptly upon demand therefor. The costs charged by Landlord to Tenant caused by T▇▇▇▇▇'s requesting changes to the Landlord's Work or the Plans shall be equal to 2the sum of (i) the amount of money Landlord has to pay to cause the Landlord's Work, as reflected by revised Plans, to be constructed above the costs that Landlord would have had to pay to cause the Landlord's Work to be constructed if no changes had been made to the Plans (“Differential”), (ii) any cancellation fees, reshipping charges or any other similar costs incurred by Landlord in connection therewith, and (iii) an amount equal to 5% of the cost of Landlord’s Work Differential to compensate Landlord for Landlord’s construction management services) incurred its time and effort in connection with such changes. If such changes delay L▇▇▇▇▇▇▇'s performance of the work shown on the Plans, then such delay shall constitute a Tenant Delay. Any other actions of Tenant, or inaction by Tenant, which delays Landlord in completing the Landlord’s 's Work to shown on such Plans shall also constitute a Tenant Delay. Whenever possible and practical, Landlord will utilize, for the extent such costs and expenses exceed an allowance (the “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. 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 construction of the Landlord’s Work (which “soft costs” shall be limited to 's Work, the preparation of architectural drawings, permitting fees, engineering fees, supervision items and labor charges (if shown as a component of materials designated in the general conditions on the general contractor invoice) and temporary utilities consumed during construction)Plans; provided, however, that whenever Landlord reasonably determines in its judgment that it is not practical or efficient to use such materials, Landlord shall have the right to substitute comparable items and materials (or of better quality at no event cost to Tenant if no such comparable item exists or is readily obtainable; at no time shall Tenant be permitted required to apply accept an amount in excess of 10% inferior substitute because of the total Construction Allowance towards unavailability of the item specified). If T▇▇▇▇▇ refuses to grant such permissible soft costsconsent, and Landlord is reasonably delayed in causing the Premises, or any part thereof, to be Substantially Complete because of Tenant's failure to permit the substitution of comparable items and materials (or of better quality at no cost to Tenant if no such comparable item exists or is readily available), such delay shall constitute a Tenant Delay. (d) Tenant shall pay to Landlord a sum equal to any actual cost to Landlord in completing the Landlord's Work resulting from any Tenant Delay. (e) Except as hereinafter provided, no Tenant Parties shall enter the Additional Space during the performance of the Landlord's Work. Tenant hereby designates J▇▇▇ ▇▇▇▇▇▇ as its authorized agent (“Tenant's Construction Agent”) for the purpose of submitting to Landlord and authorizing any Change Orders and for the purpose of consulting with Landlord as to any and all aspects of Landlord's Work. Tenant's Construction Agent shall not receive any credit, cash or otherwise, for any unused portion have the right to inspect the Additional Space during the course of the Landlord's Work provided T▇▇▇▇▇'s Construction AllowanceAgent shall make a prior appointment with Landlord and/or its contractor at a mutually convenient time. (f) Subject to a mutually acceptable schedule, Tenant will have access to the Additional Space ten (10) days prior to the Additional Space Commencement Date, solely for the purpose of installing telephone and communication systems, security equipment, related cabling, moving furniture, and other similar requirements, at no charge to Tenant. After plans have been produced as set forth below, Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for If T▇▇▇▇▇ enters upon the Additional Space prior to the completion of the Landlord’s 's Work, (ba) share Tenant shall comply with the bids with Tenant’s Authorized Representative and solicit his or her input on the sameprovisions of this Lease, and (cb) Tenant shall make indemnify and save Landlord harmless from and against any and all Losses arising from or claimed to arise as a result of (i) any act, neglect or failure to act of Tenant or anyone entering the selection of such contractor Additional Space with Tenant's permission, or (the “Contractor”ii) based upon price, schedule and expected value, and the selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required reason whatsoever arising out of Tenant's entry upon the Additional Space prior to design and complete the Additional Space Commencement Date. (g) Because Tenant will be in possession of the Premises during the performance of the Landlord’s 's Work (other than and a portion of the Unreimburseable Landlord’s Work) shall be collectively referred to as 's Work will impact the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction AllowanceOriginal Premises, Tenant shall pay (i) not interfere with the execution and performance of any of the Landlord's Work, and (ii) take all reasonable steps requested by Landlord or its contractor(s) to provide working areas within the Original Premises required by Landlord or its contractors, so that the Landlord's Work will not be delayed by the presence of Tenant's personnel in the Original Premises. Landlord shall pay one hundred percent (100%) of Landlord’s use 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 of Landlord’s estimate of such expenses. In the event of any shortfall between the estimated costs and the actual costs, Tenant shall 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 efforts to minimize interference with T▇▇▇▇ therefor▇▇'s use and occupancy of the Original Premises during the performance of the Landlord's Work. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject Notwithstanding anything to the provisions contrary contained in the Lease, in no event shall Landlord's (or its contractors') entry upon the Original Premises for the purposes of performing the Landlord's Work be deemed to be an eviction, actual or constructive, of Tenant from the Original Premises or any portion thereof, nor shall anything contained in this Section 7 or any action of Landlord in accordance herewith relieve or excuse Tenant from its obligations and duties under the Lease, as amended by this Amendment. (h) Tenant hereby assumes all risk to Tenant's trade fixtures, fixtures and other personal property (“Tenant's Property”) arising in connection with the performance of the Lease.Landlord's Work, except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Tenant hereby releases Landlord, its agents, employees and contractors, from and against any claim, loss, cost or liability for damage to Tenant's Property or for injury to any persons resulting or claimed to have resulted in connection with the Landlord's Work, except to the extent caused by the gross negligence or willful misconduct of Landlord, its agents, employees or

Landlord’s Work. Commencing with (a) Landlord shall construct a new building in which the Expansion Premises in its “as is” condition as of will be located containing approximately 46,335 rentable square feet. The base building work to be performed by Landlord and the specifications for such work are described on Exhibit E. (i) Tenant shall, within fifteen (15) days from the date hereof, provide Landlord or its designated contractor shall install in the Expansion Premises those initial improvements specified in final space with schematic plans and construction and engineering drawings approved by Landlord specifications (the “LandlordPlans”) 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 Workbusiness (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, within seven (7) days, 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, and the Premises shall be constructed in accordance with the Plans submitted by Tenant. Landlord shall notify Tenant of those initial Tenant improvements of which the Landlord will require the Tenant to remove from the Premises at the expiration or earlier termination of this Lease, at Tenant’s sole cost and expense. Within thirty (30) days after Landlord’s approval of the Plans, Landlord shall have prepared construction drawings and specifications, consistent with the approved Plans, and sufficient for Landlord to bid out and construct all improvements desired by Tenant in the Premises (the “Construction Drawings”). The Construction Drawings for Landlord’s work shall be provided to Tenant for review, but shall not be obligated subject to provide Tenant’s approval unless and to the extent the Construction Drawings are materially inconsistent with the Plans, in which event Tenant’s consent, which shall not be unreasonably withheld and which shall be deemed given if Tenant does not object within five (5) days after receipt of the Construction Drawings, shall be required. If Tenant objects to the Construction Drawings prepared by Landlord, Tenant shall specify in writing in what respects the Construction Drawings are not acceptable and what revisions will be required in order to make the Construction Drawings acceptable to Tenant. (ii) With respect to the cost of performing the work required by this Article, for individual components of the work for any specific trades which are in excess of $25,000.00, Landlord shall obtain, or cause its general contractor to obtain, at least three (3) bids. (iii) Landlord shall construct the Interior Improvements in accordance with the Plans approved by (or deemed to be approved by) Landlord and Construction Drawings in accordance with this section and in good and workmanlike manner. Tenant agrees to designate two persons who are authorized to originate and/or approve change orders and additions associated with the Interior improvements other than to the Premises. These designees are: P▇▇▇ ▇▇▇▇▇▇ and M▇▇▇ ▇▇▇▇▇. Landlord shall (subject to delays resulting from the occurrence of events of force majeure) diligently pursue the construction of the Premises so that the Premises will be Substantially Complete (as hereinafter defined) and ready for occupancy within seven (7) months of the date Landlord obtains a building permit for the base building improvements for the Building; provided, however, that if circumstances beyond Landlord’s Work. reasonable control (including, without limitation, delays caused by Tenant, force majeure or Landlord’s inability to get appropriate governmental permits required for the Interior Improvements) prevent Landlord or its contractor from completing such work by such date, then the period for Landlord to perform such work shall be available extended by an amount of time by which Landlord was unable to perform it work as reasonably required by Tenant throughout the design construction process to provide Tenant with budgeting and value engineering assistance. Tenant a result of such delay. (iv) Landlord 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 constructing the Interior Improvements in accordance with the Landlord’s Work approved Construction Drawings to the extent that such costs and expenses do not exceed an allowance (the “Construction Allowance”) equal to the product of (a) Nine Twenty-four and 00/100 dollars Dollars ($9.00), multiplied by 24.00) per rentable square foot of Premises (b) the number of square feet of rentable area in the Expansion Premises. 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 constructionContribution”); provided, however, that in no event shall Tenant be permitted to apply an amount in excess of 10% of the total Construction Allowance towards such permissible soft costs. Tenant shall not receive any credit, cash If bids or otherwise, for any unused portion of the Construction Allowance. After plans have been produced as set forth below, estimates received by Landlord shall (a) solicit bids from not less than two (2) qualified general contractors for the completion of the work described in the Plans and the Construction Drawings indicate that the cost of performing such work will exceed Landlord’s WorkContribution, (b) share the 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 selected bid price shall be referred to herein as the “Budget.” The Budget, together with the price estimates from the Approved Architect (as defined below), together with any other costs required to design and complete the Landlord’s Work (other than the Unreimburseable Landlord’s Work) shall be collectively referred to as the “Contract Price.” During design and construction, in the event that the Contract Price exceeds the Construction Allowance, Tenant shall pay Landlord shall pay one hundred percent (100%) of Landlord’s 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 promptly advise Tenant notice of Landlord’s estimate of such expenses. In the amount by which the cost of the Interior Improvements will exceed Landlord’s Contribution, in which event Tenant shall either (i) within five (5) days after receipt of any shortfall between Landlord’s notice respecting the estimated costs cost of the Interior Improvements, revise or amend the approved Plans and the actual costsConstruction Drawings in order to reduce the cost of constructing the Premises to an amount equal to or less than Landlord’s Contribution, or (ii) deposit with Landlord the amount by which the cost of the Interior Improvements, as estimated by Landlord, exceeds Landlord’s Contribution. If Tenant fails to revise or amend the Plans and the Construction Drawings, as aforesaid, Tenant shall pay for all such be deemed to have exercised the option set forth in clause (ii) above. The costs and expenses (minus any progress payments made as aforesaid) following substantial completion and within ten (10) days after Tenant receives a ▇▇▇▇ therefor. All amounts payable pursuant to this Exhibit by Tenant shall be considered Additional Rent and are subject to the provisions of the LeaseInterior Work will include all architectural or engineering design costs, the costs of obtaining permits and approvals for the Interior Improvements, plan review and similar charges, a general conditions fee of not more than nine percent (9%), a overhead fee of not more that five percent (5%) and a construction supervision fee of not more that five percent (5%).