Common use of Special Allowance Clause in Contracts

Special Allowance. Landlord shall provide to Tenant a special allowance equal to $84,328.00 (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Additional Premises in accordance with the terms of the Lease (collectively, the “Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition, in the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs of the Work are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to $84,328.00 59,420.00 (the “Second Additional Premises Tenant Allowance”). The Second Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Second Additional Premises in accordance with the terms of the Lease (collectively, the “Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Second Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Second Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition, in the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Second Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Second Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Second Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Second Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs of the Work are less than the Second Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of the Second Additional Premises Tenant Allowance which has not been utilized on or before December 31September 30, 2012 2013 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 6.00 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises "Tenant Allowance”"). The Additional Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or on behalf of Tenant in the Additional Premises ("Tenant's Work"), which such Tenant's Work shall be performed in accordance with the terms of this Lease. Provided that the Tenant (i) has opened for business in the Premises, (ii) has completed all of such Tenant's Work in accordance with the terms of this Lease, has paid for all of such Tenant's Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached hereto as Exhibit F, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant's Work and all contractors, subcontractors and supplies involved with Tenant's Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before May 1, 2006, (v) is not otherwise in default under this Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant's interest in the Lease or against the Building or the Site arising out of Tenant's Work or any litigation in which Tenant is a party, then within thirty (collectively30) days after the satisfaction of the foregoing conditions, the “Work”). In no event Landlord shall Landlord’s obligations pay to pay or reimburse the Tenant for any the lesser of the amount of such costs so certified or the amount of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Tenant shall have the option to request Landlord to make two separate disbursements of the Tenant Allowance (one prior to final completion of the Tenant's Work and one upon completion of the same), provided that in the case of the request made prior to final completion (1) Tenant has satisfied the requirements of items (ii) through (vi) above with respect to that portion of the Tenant's Work completed prior to the date of the request and (2) the disbursement requested by Tenant equals $21,832.00 or more. For the purposes hereof, the cost to be so reimbursed by Landlord shall include (x) the cost of leasehold improvements, engineering fees, architectural fees and third-party supervision or management fees and (y) up to $21,832.00 towards the cost of Tenant's voice and data cabling, personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition3.4, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Tenant's Work are is less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the this Lease. Any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 75.00 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Additional Premises in accordance with the terms of the Lease (collectively, the “Improvement Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Tenant Improvement Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 21.4. In addition, in the event that (i) Tenant is in default under the Lease beyond applicable notice and cure periods or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”)) until the same is cured or eliminated, Landlord shall have no further obligation to fund any portion of may suspend funding the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Tenant Improvement Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion , and upon elimination of the Additional Premises Event, Landlord shall resume funding the Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the likeAllowance. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs of the Tenant Improvement Work are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion Notwithstanding the foregoing, it is understood and agreed that Tenant may utilize up to a maximum of fifteen percent (15%) (the “Cap Amount”) of the Additional Premises Tenant Allowance towards the cost of architectural and engineering design of the Tenant Improvement Work, and the installation or connection of Tenant’s computer, telephone, other communication equipment, systems or wiring shown on the Plans (the “Special Costs”); provided, however, that the conditions to application of the Tenant Allowance set forth above have been satisfied and provided further that, with respect to any Special Costs for which Tenant has not been utilized on directly contracted, Tenant (i) has paid for all of such Special Costs in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result thereof in a from reasonably satisfactory to Landlord, and (ii) has delivered to Landlord its certificate specifying the cost of such Special Costs, together with evidence of such cost in the form of paid invoices, receipts and the like. Landlord shall pay to Tenant the lesser of the amount of such costs so certified or before December 31, 2012 shall be forfeited by Tenantthe Cap Amount within thirty (30) days after the satisfaction of the foregoing conditions.

Special Allowance. Exhibit B-1-2 Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 150.00 and (ii) the Rentable Floor Area of the Relocation Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of LandlordTenant’s Work and/or the cost of other work performed by either Landlord or Relocation Premises Work. Provided that Tenant (i) has opened for business in the Additional Relocation Premises, (ii) has completed all of such Tenant’s Relocation Premises Work in accordance with the terms hereof, has paid for all of such Tenant’s Relocation Premises Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms that are reasonably acceptable to Landlord, (iii) has delivered to Landlord its certificate specifying the cost of such Tenant’s Relocation Premises Work and all contractors, subcontractors and suppliers involved with Tenant’s Relocation Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has delivered to Landlord a final set of record drawings for Tenant’s Relocation Premises Work, (v) has satisfied the requirements of (i) through (iv) above and made request for such payment on or before March 31, 2024, (vi) is not otherwise in default under the Lease, and (vii) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Property arising out of Tenant’s Relocation Premises Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the Lease (collectivelyforegoing conditions, the “Work”)Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Allowance. In no event For the purposes hereof, the cost to be so reimbursed by Landlord shall Landlord’s obligations to pay or reimburse Tenant for include the cost of leasehold improvements but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment or any so-called soft costs. Notwithstanding the costs foregoing, it is understood and agreed that Tenant may utilize up to a maximum of twenty percent (20%) of the Work exceed Tenant Allowance towards (i) architectural and engineering fees incurred in connection with the total Additional Premises Tenant AllowancePlans and (ii) cabling installed in the Premises. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition1.3, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Tenant’s Relocation Premises Work are is less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of Landlord shall be entitled to deduct from the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenantan amount equal to the Third-Party Costs.

Special Allowance. (A) Landlord shall provide to Tenant Tenant, as more particularly provided below, a special allowance equal to $84,328.00 (the “Additional Premises Tenant Allowance”) for the purpose of defraying a portion of Tenant’s costs of making leasehold improvements to the floors of the Building that comprise the Initial Premises (excluding the Potential Give Back Premises unless Tenant waives its right to delete the same from the Premises or elects not to exercise its right to do so) and the Must Take Premises (such floors as to which the Tenant Allowance relates being sometimes collectively referred to as the “Tenant Allowance Floors” and individually each a “Tenant Allowance Floor”). The Additional amount of the Tenant Allowance shall be equal, in the aggregate, to the product of (i) $35.00 and (ii) the Rentable Floor Area of the Tenant Allowance Floors, provided that the availability of the Tenant Allowance for requisition will commence only following the Commencement Date with respect of the Tenant Allowance Floor to which such portion of the Tenant Allowance relates. As each Commencement Date pertaining to a Tenant Allowance Floor occurs, the Tenant Allowance relating thereto, calculated as the rate of $35.00 per square foot of Rentable Floor Area of such Tenant Allowance Floor, will commence to become available for requisition. Notwithstanding anything to the contrary hereinabove provided, in the case of the Potential Give Back Premises, should the Potential Give Back Premises remain included in the Premises and not be deleted from the Premises, then rather than the Commencement Date, the date upon which Tenant waives its right to delete the same from the Premises, or the date following the expiration of Tenant’s right to delete the Potential Give Back Premises from the Premises without Tenant having elected to do so, shall be the date upon which the Tenant Allowance allocable thereto would commence to be available for requisition. (B) The Tenant Allowance shall be used and applied by Landlord Tenant, in accordance with the terms of this Lease, solely on account of the cost of Landlordleasehold improvement work performed by Tenant eligible to be requisitioned and as defined in Section 4.3(D) below (“Tenant’s Work”) on the Tenant Allowance Floor of the Building to which such portion of the Tenant Allowance relates, except as expressly set forth below in this Section 4.3(B). The cost of Tenant’s Work and/or may include architectural and design fees (“A&D Fees”) associated therewith but not in excess of $5.00 per square foot of Rentable Floor Area (“Design Fees Limit”) for each Tenant Allowance Floor. However, provided that Tenant has requisitioned and paid at least $15.00 per square foot of Rentable Floor Area on account of completed Tenant’s Work (exclusive of A&D Fees) on a Tenant Allowance Floor, then the balance of the Tenant Allowance associated with such Tenant Allowance Floor (including without limitation any unused Tenant Allowance that might have been permissibly applied to A&D Fees) may be requisitioned and applied to costs of Tenant Work performed on other Tenant Allowance Floors. (C) Landlord shall pay, within thirty (30) days after receipt of a complete requisition (as defined in Section 4.3(D) below) submitted by Tenant to Landlord, the requested portion of the Tenant Allowance for the Tenant Allowance Floor in question, as set forth on such requisition, to Tenant, until the entirety of the Tenant Allowance has been applied towards the appropriate components of Tenant’s Work on such Tenant Allowance Floor, or otherwise applied as permitted under Section 4.3(B). A separate requisition shall be required for the Tenant Allowance allocated to each Tenant Allowance Floor, which may be applied only as contemplated by this Section 4.3. (D) For the purposes hereof, a “requisition” shall mean written documentation, together with (i) an AIA requisition form with respect to work performed pursuant to Tenant’s construction contract with its general contractor, (ii) invoices from Tenant’s service providers, showing in reasonable detail the cost of other work performed by either Landlord the item in question or Tenant of the improvements installed to date in the Additional Premises Tenant Allowance Floor, (iii) lien waivers in accordance the form attached hereto as Exhibit F-1 (provided that Tenant shall not be required to deliver any lien waivers with respect to any items of work covered by Tenant’s first requisition for the Tenant Allowance to the extent Tenant had not paid the service provider(s) at issue prior to the date of such requisition, but Tenant shall deliver the lien waivers and evidence of payment in full of the items of work covered by such first requisition within twenty-one (21) days following the disbursement of the Tenant Allowance with respect to such first requisition) and (iv) certifications from Tenant that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such certification. Such requisition shall be accompanied by evidence reasonably satisfactory to Landlord that the items, services and work covered by such requisition have been fully paid by Tenant. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly. Notwithstanding anything contained herein to the contrary: (i) Landlord shall have no obligation to advance funds on account of the Tenant Allowance unless and until Landlord has received the requisition in question, together with the terms certifications required above. (ii) Tenant shall not be entitled to any portion of the Tenant Allowance, and Landlord shall have no obligation to pay the Tenant Allowance, in respect of any requisition submitted after the date which is one (1) year from the Commencement Date pertaining to such Tenant Allowance Floor (except with respect to the Potential Give Back Premises such one (1) year period shall be measured as provided above), it being understood and agreed that irrespective of said time period, Tenant shall not be entitled to any payment or credit on account of any unused portions of the Tenant Allowance nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease; provided, however, that such one (1) year period shall be extended, but in no event for more than twelve (12) additional months, until the date which is sixty (60) days after the date that any litigation with respect to which funding of the Tenant Allowance is withheld under Section 4.3(D)(iii) below is finally resolved. (iii) Landlord shall have no obligation to fund any portion of the Tenant Allowance to the extent that (a) at the time of the requisition Tenant is in default under this Lease beyond the expiration of any notice and cure period (collectivelyit being understood and agreed that if Tenant cures a default prior to the expiration of the applicable cure period, or if Tenant cures a default thereafter and Landlord has not terminated this Lease, Tenant shall be entitled to such payment from Landlord), (b) there are any liens (unless bonded to the reasonable satisfaction of Landlord) filed against Tenant’s interest in this Lease or against the Building or the Site arising solely out of the Tenant Work or (c) there is any litigation in which Tenant is a party relating to the Tenant Work; provided, however, that the amount held back under the foregoing clause (c) shall not exceed two hundred percent (200%) of the amount of the claim against Tenant under the applicable litigation; and provided further, however, that the amount so held back shall be paid to Tenant upon such time as the litigation is finally resolved, subject to the time limitation set forth in clause (ii) above. (iv) For each requisition associated with a Tenant Allowance Floor submitted by Tenant hereunder, Landlord shall only be required to disburse a portion of the Tenant Allowance associated with such floor towards the total costs set forth on each such requisition pertaining to such Tenant Allowance Floor in an amount equal to the same proportion as the total portion of the Tenant Allowance allocated by Tenant (within the limitation established by Section 4.3(B)) bears to the total costs of Tenant’s Work reasonably budgeted for by Tenant towards which the Tenant Allowance may be applied (with Tenant being fully and solely responsible for the remainder of the amount shown in the requisition). Notwithstanding the foregoing, if upon completion of the Tenant’s Work, the “Work”)total costs of Tenant’s Work equals or exceeds the total amount of the Tenant Allowance, then Landlord shall pay the unpaid balance of the Tenant Allowance to Tenant within thirty (30) days after Tenant’s final requisition therefor. (v) By way of example of the calculation set forth in clause (iv) above, if the total Tenant Allowance for the floor at issue equals $35.00 per square foot of Rentable Floor Area, and the total costs of Tenant’s Work associated with such floor is $70.00 per square foot of Rentable Floor Area, then the ratio of the total allocable Tenant Allowance to the total costs of Tenant’s Work would be 1:2, and if Tenant submitted a requisition for $300,000.00, Landlord would be required to disburse $150,000.00 of the Tenant Allowance on account of such requisition and Tenant would be responsible for the remaining $150,000.00. Also, by way of example, if by virtue of Tenant’s reallocating Tenant Allowance from another Tenant Allowance Floor, due to the fact that the cost of Tenant’s Work on such floor will equal only $15.00 per square foot of Rentable Floor Area, with the result that Tenant’s Allowance allocable to the Tenant Allowance Floor at issue is increased by Tenant to $55.00 per square foot of Rentable Floor Area, then if the total costs of Tenant’s Work associated with the floor at issue is $70.00 per square foot of Rentable Floor Area, the ratio of the total allocable Tenant Allowance to the total costs of Tenant’s Work would be 55:70, and if Tenant submitted a requisition for $300,000.00, Landlord would be required to disburse $235,714.29 of the Tenant Allowance on account of such requisition and Tenant would be responsible for the remaining $64,285.71. (vi) In no event shall LandlordLandlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen on account of the Tenant Work. (E) For the purposes hereof, the cost of Tenant’s obligations Work to pay or reimburse Tenant for be so reimbursed by Landlord shall include the cost of leasehold improvements but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs except for architectural and design fees not exceeding the costs of the Work exceed the total Additional Premises Tenant AllowanceDesign Fees Limit. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In additionSection, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Tenant’s Work are is less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the this Lease. Any portion of Landlord shall be entitled to deduct from the Additional Premises Tenant Allowance an amount equal to the sum of: (i) $150/hour for time spent by senior staff, and $100/hour for time spent by junior staff, which has not been utilized on or before December 31, 2012 shall be forfeited limited, however, to a maximum of $2,500 per floor, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s Work, as shown by evidence reasonably satisfactory to Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 46.00, and (ii) the Rentable Floor Area of the Expansion Premises 1 (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of the Landlord’s Expansion Premises 1 Work. Any costs of performing the Landlord’s Expansion Premises 1 Work and/or in excess of the cost of other work performed by either Landlord or Tenant in the Additional Premises Allowance shall be Tenant’s responsibility and shall be deemed Tenant Plan Excess Costs to be paid in accordance with the terms of the Lease (collectively, the “Work”)Section 1.4 below. In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Landlord’s Expansion Premises 1 Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 21.3. In addition, in the event that (i) Tenant is in default under the Lease Lease, or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Landlord’s Expansion Premises 1 Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant FINAL Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs of the Landlord’s Expansion Premises 1 Work are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to in the amount of Twenty Thousand Dollars ($84,328.00 20,000) (the “Additional Premises Tenant Expansion Allowance”). The Additional Premises Tenant Expansion Allowance shall be used and applied by Landlord Tenant solely on account of the cost of Landlordpreparing the Expansion Premises for Tenant’s Work and/or use and occupancy and exterior signage on the cost of other work performed by either Landlord or Tenant in the Additional Premises in accordance with the terms of the Lease Building (collectively, the “Tenant Expansion Work”). In Provided that the Tenant (i) has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work in recordable form, (ii) has delivered to Landlord a certificate specifying the cost of such Tenant’s Work Expansion and identifying all contractors, subcontractors and suppliers involved with Tenant’s Expansion Work, and (iii) has satisfied the requirements of (i) through (ii) above, and made request for such payment, on or before the date that is twelve (12) months after the Expansion Premises Commencement Date, (iv) is not otherwise in default under the Lease beyond applicable notice and cure periods, and (v) there are no event liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Premises arising out of Tenant’s Expansion Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall Landlord’s obligations pay to pay the Tenant the lesser of the amount of such costs so certified or reimburse the amount of the Tenant for Expansion Allowance. For the purposes hereof, the cost to be so reimbursed by Landlord shall include the cost of leasehold improvements to the Expansion Premises incurred by Tenant, but not the cost of any of the costs of the Work exceed the total Additional Premises Tenant AllowanceTenant’s personal property, trade fixtures or trade equipment or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition1.4, in the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event nor shall Landlord be required deemed to make application have assumed any obligations, in whole or in part, of Tenant to any portion of the Additional Premises Tenant Allowance towards Tenant’s personal propertycontractors, trade fixtures subcontractors, suppliers, workers or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenantmaterialmen. In the event that the costs such cost of the Tenant’s Expansion Work are is less than the Additional Premises Tenant Expansion Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the LeaseLease or this First Amendment. Any portion [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by TenantCommission.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to of $84,328.00 2,236,960.00 (being the product of (i) $40.00 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of LandlordTenant’s Work and/or and the “Applicable Design Costs” (hereinafter defined). Provided that Tenant is not in default beyond the expiration of any applicable notice or grace period of its obligations under the Lease at the time that Tenant requests any requisition on account of Tenant’s Allowance, Landlord shall pay to Tenant a portion of the cost of other the work performed shown on each requisition (as hereinafter defined) submitted by either Tenant to Landlord or within thirty (30) days of submission thereof by Tenant to Landlord, such portion calculated as follows: If there shall be such a default, Landlord shall not be obligated to continue funding the Tenant Allowance until and unless such default is fully cured within the applicable grace period. If such default is not so cured within the grace period, Landlord shall have no obligation to continue funding. Each requisition shall set forth the total cost of Tenant’s Work (which term, for the purpose hereof, shall include Approved Design Costs) incurred during the period covered by such requisition. Landlord shall pay for and with respect to each such requisition an amount equal to the product of (i) the cost of Tenant’s Work set forth in such requisition, multiplied by (ii) a fraction, the Additional Premises in accordance with numerator of which is the terms total amount of the Lease Tenant Allowance and the denominator of which is the total amount of the cost of Tenant’s Work (collectivelyexcluding, however, the cost of any so-called “Work”demountable wall systems” or other portions, if any, of Tenant’s Work toward which the Tenant Allowance may not be applied). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition, in the event that (ia) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application pay more than the total amount of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal propertyAllowance, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate and (b) the final payment(s) of Tenant’s Allowance shall, if necessary for Tenant to receive the total amount of Tenant’s Allowance that Tenant is otherwise entitled to receive hereunder, be increased to the extent necessary for Tenant to receive such total amount. In For the event that purposes hereof, a “requisition” shall mean written documentation showing in reasonable detail the costs of the improvements then installed by Tenant in the Premises (i.e., the Tenant’s Work). Each requisition shall be accompanied by evidence reasonably satisfactory to Landlord that all work covered by previous requisitions has been fully paid by Tenant. Further, the parties hereby acknowledge that the provisions of the next to last sentence of Section 5.14 of this Lease shall apply to all of Tenant’s Work are less than the Additional Premises Tenant Allowanceunder this Article III. At Landlord’s request from time to time, Tenant shall not deliver lien waivers from all contractors and subcontractors performing Tenant’s Work. Landlord shall have the right, upon reasonable advance notice to Tenant, to examine Tenant’s invoices relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly. For the purposes hereof, the cost to be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.so

Special Allowance. (A) Landlord shall provide to Tenant Tenant, as more particularly provided below, a special allowance equal to $84,328.00 (the “Additional Premises Tenant Allowance”) for the purpose of defraying a portion of Tenant’s costs of making leasehold improvements to the floors of the Building that comprise the Premises (such floors as to which the Tenant Allowance relates being sometimes collectively referred to as the “Tenant Allowance Floors” and individually each a “Tenant Allowance Floor”). The Additional Premises amount of the Tenant Allowance shall be equal, in the aggregate, to the product of (i) $35.00 and (ii) the Rentable Floor Area of the Tenant Allowance Floors, provided that the availability of the Tenant Allowance for requisition will commence only following the Commencement Date. (B) The Tenant Allowance shall be used and applied by Landlord Tenant, in accordance with the terms of this Lease, solely on account of the cost of Landlordleasehold improvement work performed by Tenant eligible to be requisitioned and as defined in Section 4.3(D) below (“Tenant’s Work”) on the Tenant Allowance Floor of the Building to which such portion of the Tenant Allowance relates, except as expressly set forth below in this Section 4.3(B). The cost of Tenant’s Work and/or may include architectural and design fees (“A&D Fees”) associated therewith but not in excess of $5.00 per square foot of Rentable Floor Area (“Design Fees Limit”) for each Tenant Allowance Floor. However, provided that Tenant has requisitioned and paid at least $15.00 per square foot of Rentable Floor Area on account of completed Tenant’s Work (exclusive of A&D Fees) on a Tenant Allowance Floor, then the balance of the Tenant Allowance associated with such Tenant Allowance Floor (including without limitation any unused Tenant Allowance that might have been permissibly applied to A&D Fees) may be requisitioned and applied to costs of Tenant Work performed on other Tenant Allowance Floors. (C) Landlord shall pay, within thirty (30) days after receipt of a complete requisition (as defined in Section 4.3(D) below) submitted by Tenant to Landlord, the requested portion of the Tenant Allowance for the Tenant Allowance Floor in question, as set forth on such requisition, to Tenant, until the entirety of the Tenant Allowance has been applied towards the appropriate components of Tenant’s Work on such Tenant Allowance Floor, or otherwise applied as permitted under Section 4.3(B). A separate requisition shall be required for the Tenant Allowance allocated to each Tenant Allowance Floor, which may be applied only as contemplated by this Section 4.3. (D) For the purposes hereof, a “requisition” shall mean written documentation, together with (i) an AIA requisition form with respect to work performed pursuant to Tenant’s construction contract with its general contractor, (ii) invoices from Tenant’s service providers, showing in reasonable detail the cost of other work performed by either Landlord the item in question or Tenant of the improvements installed to date in the Additional Premises Tenant Allowance Floor, (iii) lien waivers in accordance the form attached hereto as Exhibit F-1 (provided that Tenant shall not be required to deliver any lien waivers with respect to any items of work covered by Tenant’s first requisition for the Tenant Allowance to the extent Tenant had not paid the service provider(s) at issue prior to the date of such requisition, but Tenant shall deliver the lien waivers and evidence of payment in full of the items of work covered by such first requisition within twenty-one (21) days following the disbursement of the Tenant Allowance with respect to such first requisition) and (iv) certifications from Tenant that the amount of the requisition in question does not exceed the cost of the items, services and work covered by such certification. Such requisition shall be accompanied by evidence reasonably satisfactory to Landlord that the items, services and work covered by such requisition have been fully paid by Tenant. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each requisition in order to verify the amount thereof. Tenant shall submit requisition(s) no more often than monthly. Notwithstanding anything contained herein to the contrary: (i) Landlord shall have no obligation to advance funds on account of the Tenant Allowance unless and until Landlord has received the requisition in question, together with the terms certifications required above. (ii) Tenant shall not be entitled to any portion of the Tenant Allowance, and Landlord shall have no obligation to pay the Tenant Allowance, in respect of any requisition submitted after the date which is one (1) year from the Commencement Date pertaining to such Tenant Allowance Floor, it being understood and agreed that irrespective of said time period, Tenant shall not be entitled to any payment or credit on account of any unused portions of the Tenant Allowance nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under this Lease; provided, however, that such one (1) year period shall be extended, but in no event for more than twelve (12) additional months, until the date which is sixty (60) days after the date that any litigation with respect to which funding of the Tenant Allowance is withheld under Section 4.3(D)(iii) below is finally resolved. (iii) Landlord shall have no obligation to fund any portion of the Tenant Allowance to the extent that (a) at the time of the requisition Tenant is in default under this Lease beyond the expiration of any notice and cure period (collectivelyit being understood and agreed that if Tenant cures a default prior to the expiration of the applicable cure period, or if Tenant cures a default thereafter and Landlord has not terminated this Lease, Tenant shall be entitled to such payment from Landlord), (b) there are any liens (unless bonded to the reasonable satisfaction of Landlord) filed against Tenant’s interest in this Lease or against the Building or the Site arising solely out of the Tenant Work or (c) there is any litigation in which Tenant is a party relating to the Tenant Work; provided, however, that the amount held back under the foregoing clause (c) shall not exceed two hundred percent (200%) of the amount of the claim against Tenant under the applicable litigation; and provided further, however, that the amount so held back shall be paid to Tenant upon such time as the litigation is finally resolved, subject to the time limitation set forth in clause (ii) above. (iv) For each requisition associated with a Tenant Allowance Floor submitted by Tenant hereunder, Landlord shall only be required to disburse a portion of the Tenant Allowance associated with such floor towards the total costs set forth on each such requisition pertaining to such Tenant Allowance Floor in an amount equal to the same proportion as the total portion of the Tenant Allowance allocated by Tenant (within the limitation established by Section 4.3(B)) bears to the total costs of Tenant’s Work reasonably budgeted for by Tenant towards which the Tenant Allowance may be applied (with Tenant being fully and solely responsible for the remainder of the amount shown in the requisition). Notwithstanding the foregoing, if upon completion of the Tenant’s Work, the “Work”)total costs of Tenant’s Work equals or exceeds the total amount of the Tenant Allowance, then Landlord shall pay the unpaid balance of the Tenant Allowance to Tenant within thirty (30) days after Tenant’s final requisition therefor. (v) By way of example of the calculation set forth in clause (iv) above, if the total Tenant Allowance for the floor at issue equals $35.00 per square foot of Rentable Floor Area, and the total costs of Tenant’s Work associated with such floor is $70.00 per square foot of Rentable Floor Area, then the ratio of the total allocable Tenant Allowance to the total costs of Tenant’s Work would be 1:2, and if Tenant submitted a requisition for $300,000.00, Landlord would be required to disburse $150,000.00 of the Tenant Allowance on account of such requisition and Tenant would be responsible for the remaining $150,000.00. Also, by way of example, if by virtue of Tenant’s reallocating Tenant Allowance from another Tenant Allowance Floor, due to the fact that the cost of Tenant’s Work on such floor will equal only $15.00 per square foot of Rentable Floor Area, with the result that Tenant’s Allowance allocable to the Tenant Allowance Floor at issue is increased by Tenant to $55.00 per square foot of Rentable Floor Area, then if the total costs of Tenant’s Work associated with the floor at issue is $70.00 per square foot of Rentable Floor Area, the ratio of the total allocable Tenant Allowance to the total costs of Tenant’s Work would be 55:70, and if Tenant submitted a requisition for $300,000.00, Landlord would be required to disburse $235,714.29 of the Tenant Allowance on account of such requisition and Tenant would be responsible for the remaining $64,285.71. (vi) In no event shall LandlordLandlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen on account of the Tenant Work. (E) For the purposes hereof, the cost of Tenant’s obligations Work to pay or reimburse Tenant for be so reimbursed by Landlord shall include the cost of leasehold improvements but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment, moving expenses or any so-called soft costs except for architectural and design fees not exceeding the costs of the Work exceed the total Additional Premises Tenant AllowanceDesign Fees Limit. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In additionSection, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Tenant’s Work are is less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the this Lease. Any portion of Landlord shall be entitled to deduct from the Additional Premises Tenant Allowance an amount equal to the sum of: (i) $150/hour for time spent by senior staff, and $100/hour for time spent by junior staff, which has not been utilized on or before December 31, 2012 shall be forfeited limited, however, to a maximum of $2,500 per floor, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s Work, as shown by evidence reasonably satisfactory to Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 40.00 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost costs related to the design, permitting and construction of Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Additional Premises in accordance with the terms of the Lease (collectively, the “Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Landlord’s Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 21.4. In addition, in the event that (i) Tenant is in default under the Lease or or, (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Landlord’s Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements Landlord’s Work and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs of the Landlord’s Work are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any Tenant acknowledges that any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 the first anniversary of the Commencement Date shall be forfeited by Tenant. Landlord agrees to (i) request bids for Landlord’s Work from at least three (3) general contractors, (ii) if requested by Tenant, provide to Tenant a copy of each bid for Landlord’s Work which Landlord receives prior to Landlord selecting a bid, and (iii) select the bid of the lowest qualified general contract bidder which Landlord believes will be able to substantially complete the Landlord’s Work by the Estimated Commencement Date.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to $84,328.00 [***] being the product of (i) $[***] and (ii) the Rentable Floor Area of the Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of Tesaro Third Amendment (FINAL3) Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Additional Premises in accordance with the terms of the Lease (collectively, the “Third Floor Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Landlord’s Third Floor Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 21.4 and in Section 1.4 of Exhibit C below. In addition, in the event that (i) Tenant there is in default an Event of Default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”)Lease, Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the likeAllowance. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements Landlord’s Third Floor Work, and in if the Tenant Allowance is not consumed by the costs of Landlord’s Third Floor Work, then to the Special Costs to the extent provided below. In no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of TenantTenant except as expressly provided in below in this Section 1.4. In the event that the costs of the Landlord’s Third Floor Work are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit credit, nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any To the extent the Tenant Allowance is not entirely expended towards the costs of the Landlord’s Third Floor Work, as finally determined by Landlord, it is understood and agreed that Tenant may utilize up to a maximum of $[***] (the “Cap Amount”) of the Tenant Allowance towards costs associated with design and engineering of Landlord’s Third Floor Work (collectively, the “Special Costs”), but not the cost of any of Tenant’s personal property, trade fixtures, trade equipment or any so-called soft costs; provided, however, that Tenant submits paid invoices, lien waivers and any other information or documentation reasonably requested by Landlord with respect to such Special Costs, to Landlord on or before the one year anniversary of the Third Floor Third Additional Premises Commencement Date. Further, to the extent the Tenant Allowance is not entirely expended towards the costs of the Landlord’s Third Floor Work, as finally determined by Landlord, and/or the Special Costs (the “Remaining Allowance”), it is understood and agreed that Tenant may utilize the Remaining Allowance towards the cost of other alterations and additions to the Premises performed by Tenant (the “Additional Alterations”), provided (A) Tenant has performed and completed the Additional Alterations in accordance with the terms of the Lease, (B) has paid for all of such Additional Alterations in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, (C) has delivered to Landlord a certificate specifying the cost of such Additional Alterations and identifying all contractors, subcontractors and suppliers involved with such work, together with evidence of such cost in the form of paid invoices, receipts and the like, (D) has delivered to Landlord a final set of record drawings for such Additional Alterations, (E) has satisfied the requirements of (A) Tesaro Third Amendment (FINAL3) through (D) and made request for such payment (not to exceed the Remaining Allowance) on or before the one year anniversary of the Third Floor Additional Premises Commencement Date, and (F) there is no Event of Default by Tenant. For the purposes hereof, the cost to be so reimbursed by Landlord shall include the cost of constructing the Additional Alterations but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment or any so-called soft costs. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance which has not been utilized for any purposes other than as provided in this Work Agreement and the Work Agreement attached hereto as Exhibit C, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any of Tenant’s contractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlord be required to make application of any portion of the Tenant Allowance on account of any supervisory fees, overhead, management fees or before December 31other payments to Tenant, 2012 shall be forfeited or any partner or affiliate of Tenant, or to apply the same toward Annual Fixed Rent or Additional Rent owed by TenantTenant under the Lease.

Special Allowance. (A) Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 21.50 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises "Tenant Allowance”"), subject to subsection 1.3(B) below. The Additional Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of Landlord’s Work and/or Tenant's Work, including, without limitation, costs of architecture and engineering, plans, permitting and so-called "hard" construction costs, but subject to the cost of other work performed by either Landlord or Cap Amount with respect to Special Costs as provided below. Provided that the Tenant (i) has opened for business in the Additional Premises A and delivered a certificate of occupancy for the same to Landlord (which may be temporary if a final certificate of occupancy is not available on account of matters that are not the responsibility of Tenant), (ii) has substantially completed all of such Tenant's Work in accordance with the terms of the Lease Lease, (collectively, the “Work”). In no event shall Landlord’s obligations iii) has paid for all of such Tenant's Work in full and has delivered to pay or reimburse Tenant for any Landlord lien waivers from all persons who might have a lien as a result of the costs of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In additionsuch work, in the event that recordable forms attached to the Lease as Exhibit F, (iv) has executed the Declaration in the form annexed to the Lease as Exhibit E, (v) has delivered to Landlord its certificate specifying the cost of such Tenant's Work, which certificate shall allocate the costs between Premises A, Premises B, and Premises C, and identifying all contractors, subcontractors and suppliers involved with Tenant's Work, together with reasonable evidence of such cost in the form of paid invoices, receipts and the like, (vi) has delivered to Landlord a final set of record drawings for Tenant's Work, (vii) has satisfied the requirements of (i) Tenant through (vi) above and made request for such payment on or before the date that is eighteen (18) months after the Premises A Commencement Date, (viii) is not otherwise in monetary default or default under any obligations contained in this Exhibit B-1 under the Lease or Lease, and (iiviii) there are any no liens which are not (unless bonded to the reasonable satisfaction of Landlord Landlord) against Tenant’s 's interest in the Lease or against the Building or the Site arising out of any work performed by Tenant Tenant's Work or any litigation in which Tenant is a party, then, from and then within thirty (30) days after the date satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such event (“Event”)costs so certified or the amount of the Tenant Allowance. For the purposes hereof, the cost to be so reimbursed by Landlord shall have no further obligation to fund any portion include the cost of design, engineering (the "Special Costs") and construction of the Additional Premises leasehold improvements, but not the cost of any of Tenant's personal property, trade fixtures, trade equipment or any so-called soft costs (other than the Special Costs). Notwithstanding the foregoing, it is understood and agreed that Tenant Allowance may not utilize more than the product of (i) $4.00 and Tenant shall be obligated to pay, as Additional Rent, all costs (ii) the Rentable Floor Area of the Work in excess of that portion Premises (the "Cap Amount") of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenantthe Special Costs; provided, Tenantfurther, that, with respect to any Special Costs for which Tenant has directly contracted, Tenant (A) has paid for all of such Special Costs in addition full and has delivered to Landlord lien waivers from all persons who might have a lien as a result thereof in the recordable forms attached to the other requirements of this Section 2, must deliver Lease as Exhibit F and (B) has delivered to Landlord a its certificate specifying the cost of such Tenant’s work and all contractorsSpecial Costs, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Landlord shall pay to Tenant the lesser of the amount of such Special Costs so certified or the Cap Amount within thirty (30) days after the satisfaction of the foregoing conditions. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Allowance for any purposes other than as provided in this Section 1.3, nor shall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of designing, engineering and constructing the leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s 's personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Tenant's Work are is less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any If Landlord fails timely to pay any portion of Tenant Allowance when properly due, and Landlord does not cure such failure on or before the date ten (10) business days after Landlord receives written notice entitled "Notice of Intent to Offset Tenant Allowance" from Tenant of such default, then Tenant shall have the right to offset the portion of the Additional Premises Tenant Allowance which has properly due to Tenant, together with interest at the rate under Section 9.16(B) of the Lease on the delinquent amount from the due date of such disbursement u ntil the date paid, against the next installment(s) of Annual Fixed Rent due under the Lease, provided however, that the amount so offset by Tenant in any calendar month shall not been utilized on or before December 31exceed twenty percent (20%) of the amount of the monthly installment of Annual Fixed Rent payable by Tenant to Landlord with respect to such calendar month. (B) Notwithstanding any provision of Section 3. l(A) of this Work Letter to the contrary, 2012 Tenant agrees that no less than (i) the product of (A) $10.00 and (ii) the Rentable Floor Area of the Premises B, shall be forfeited used by Tenant.Tenant towards leasehold improvements to Premises B (exclusive of Soft Costs) (the "Premises B Minimum"), and (ii) the product of (A) $10.00 and

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the sum of (a) the product of (i) $84,328.00 10.00 and (ii) the Rentable Floor Area of the Fifth Expansion Premises (the “Additional Fifth Expansion Premises Tenant Allowance”). The Additional Fifth Expansion Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of Landlordassociated architect’s fees, construction supervision and construction of Fifth Expansion Premises Work and/or provided, however, Tenant may use and apply a portion of the Fifth Expansion Premises Tenant Allowance on account of Tenant’s so-called “soft costs” related to the Fifth Expansion Premises Work (including, supervisory and construction management fees, but only to the extent such fees are payable to Landlord in that capacity, and the cost or wiring and cabling), in an amount not to exceed the product of other work performed by either Landlord or (x) $2.00 and (y) the Rentable Floor Area of Fifth Expansion Premises. Provided that the Tenant in the Additional (i) has completed all of such Fifth Expansion Premises Work in accordance with the terms of the Lease, has paid for all of such Fifth Expansion Premises Work in full and has delivered to Landlord lien waivers as required by Section 7.2 herein, (ii) has executed the Commencement Date Agreement in the form annexed to the Third Amendment as Exhibit C, if applicable (iii) has delivered to Landlord its certificate specifying the cost of such Fifth Expansion Premises Work and all contractors, subcontractors and supplies involved with the Fifth Expansion Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before the expiration or earlier termination of the Term, (v) is not otherwise in default (beyond applicable notice and cure periods) under the Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Site arising out of the Fifth Expansion Premises Work or any litigation in which Tenant is a party, then within thirty (collectively30) days after the satisfaction of the foregoing conditions, the “Work”). In no event Landlord shall Landlord’s obligations pay to pay or reimburse the Tenant for any the lesser of the amount of such costs so certified (the “Fifth Expansion Premises Certified Costs”) or the amount of the Work exceed the total Additional Fifth Expansion Premises Tenant Allowance. For the purposes hereof, the cost to be so reimbursed by Landlord shall include the cost of leasehold improvements but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment or any so-called soft costs, except as expressly permitted above. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Fifth Expansion Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition7.3, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, as provided in this Section 7.3, the Additional Fifth Expansion Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Fifth Expansion Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Fifth Expansion Premises Work and the other costs for which Tenant is permitted to seek reimbursement above are less than the Additional Fifth Expansion Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of Landlord shall be entitled to deduct from the Additional Fifth Expansion Premises Tenant Allowance an amount equal to the sum of (i) third party expenses incurred by Landlord to review any elements of the Fifth Expansion Premises Plans and the Fifth Expansion Premises Work that may affect the structure of the Building, and (ii) third party expenses incurred by Landlord to review the Fifth Expansion Premises Plans and the Fifth Expansion Premises Work of which Tenant has not been utilized on or before December 31received advance notice and which Tenant, 2012 shall be forfeited by Tenantin its commercially reasonable determination, has approved.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 30.00 and (ii) the Rentable Floor Area of the Second Amendment Additional Premises (the “Additional Premises Tenant Second Amendment Allowance”). The Additional Premises Tenant Second Amendment Allowance shall be used and applied by Landlord solely on account of the cost of Landlord’s Work and/or in the Second Amendment Additional Premises (which shall include the cost of other work performed by either Landlord or Tenant in leasehold improvements, architectural and engineering fees and tel/data cabling installation (provided, however, that the Additional Premises in accordance with the terms amount of the Lease Second Amendment Allowance that may be applied towards the reimbursement of architectural and engineering fees and tel/data cabling installation shall be capped at an amount equal to the product of (collectively, x) $5.00 and (y) the “Work”rentable floor area of the Second Amendment Additional Premises). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of or Landlord’s Work in the Work Second Amendment Additional Premises exceed the total Additional Premises Tenant Second Amendment Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Second Amendment Allowance for any purposes other than as provided in this Section 21.5. In addition, in the event that (i) Tenant has received notice from Landlord that it is in default of its obligations under the Lease and such default remains uncured or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant (it being acknowledged and agreed for these purposes that the Landlord’s Work in the Second Amendment Additional Premises being performed by Landlord shall not be considered “work performed by Tenant”) or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Second Amendment Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Landlord’s Work in the Second Amendment Additional Premises in excess of that portion of the Additional Premises Tenant Second Amendment Allowance funded by Landlord through the date of the Event. Prior , subject to reimbursement by Landlord applying any portion of after the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition condition giving rise to the other requirements of this Section 2, must deliver Event has been cured or otherwise rectified to Landlord a certificate specifying the cost of such TenantLandlord’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the likereasonable satisfaction. Further, the Additional Premises Tenant Second Amendment Allowance shall only be applied towards the cost of leasehold improvements and, subject to the limitations set forth above, architectural and in engineering fees and tel/data cabling installation. In no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Second Amendment Allowance towards Tenant’s personal property, trade fixtures fixtures, trade equipment, furniture/furniture fronts or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs cost of the Landlord’s Work in the Second Amendment Additional Premises are less than the Additional Premises Tenant Second Amendment Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any Tenant acknowledges that any portion of the Additional Premises Tenant Second Amendment Allowance which has not been utilized on or before December 31July 1, 2012 2013 shall be forfeited by Tenant. Landlord shall be entitled to deduct the Construction Management Fee referenced in Sections 1.1(E) above from the Second Amendment Allowance. With respect to architectural and engineering fees and tel/data cabling installation costs, Tenant may from time to time request disbursements of the Second Amendment Allowance to pay such costs (or reimburse Tenant for having paid such costs), up to the maximum amounts set forth above, including with its request for payment a summary of the costs incurred and reasonable supporting documentation with respect thereto (which in the case of any payment for which Tenant seeks reimbursement shall include, without limitation, paid invoices, receipts and the like evidencing such payment, as well as lien waivers in recordable form reasonably acceptable to Landlord from all persons who might have a lien as a result of such work). Provided that the conditions to disbursement of the Second Amendment Allowance as set forth in this Section 1.5 have otherwise been satisfied, Landlord shall disburse the requested funds to Tenant within thirty (30) days after Tenant’s request therefor. If Tenant has satisfied the conditions to disbursement of the Second Amendment Allowance and Landlord fails to disburse the requested funds to Tenant within thirty (30) days of Tenant’s request therefor, and Landlord has not, within ten (10) business days of its receipt of Tenant’s demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 1.6 below (or if Landlord has timely disputed Tenant’s demand, has submitted such dispute to arbitration in accordance with said Section 1.6 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under the Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than fifteen percent (15%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 15.00 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of the Landlord’s Work and/or the cost of other work performed by either Landlord (along with any associated architect or Tenant in the Additional Premises in accordance with the terms of the Lease (collectively, the “Work”engineering fees). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Landlord’s Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 21.4. In addition, in the event that (i) Tenant is in default under the Lease or or, (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site Prudential Center arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Landlord’s Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs Any portion of the Tenant Allowance which has not been applied towards Landlord’s Work are less than the Additional Premises Tenant Allowanceby September 1, Tenant 2010, shall not be entitled to any payment or credit nor shall there be any application of the same toward applied towards Annual Fixed Rent or Additional Rent owed next due and owing by Tenant under the this Lease. Any portion Landlord shall be entitled to deduct from the Tenant Allowance a construction management fee equal to 4% of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenantcost of Landlord’s Work.

Special Allowance. Landlord shall provide to Tenant a special allowance in an amount equal to the product of (x) $84,328.00 15.00 and (y) the Rentable Floor Area of the Third Additional Premises (the “Tenant Third Additional Premises Tenant Allowance”). The Tenant Third Additional Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of LandlordTenant’s Work and/or the cost of other work performed by either Landlord or Tenant in the Third Additional Premises Work. Provided that the Tenant (i) has completed all of such Tenant’s Third Additional Premises Work in accordance with the terms of this Fourth Amendment, has paid for all of such Tenant’s Third Additional Premises Work in full and has delivered to Landlord lien waivers from all persons who might have a lien as a result of such work, in the recordable forms attached to the Third Amendment as Exhibit E, (ii) has delivered to Landlord its certificate specifying the cost of such Tenant’s Third Additional Premises Work and all contractors, subcontractors and suppliers involved with Tenant’s Third Additional Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iii) has delivered to Landlord a final set of record drawings for Tenant’s Third Additional Premises Work, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before March 31, 2019, (v) is not otherwise in default under the Lease beyond any applicable notice and cure period, and (collectivelyvi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Site arising out of Tenant’s Third Additional Premises Work or any litigation in which Tenant is a party, then within thirty (30) days after the satisfaction of the foregoing conditions, the Landlord shall pay to the Tenant the lesser of the amount of such costs so certified or the amount of the Tenant Third Additional Premises Allowance. For the purposes hereof, the cost to be so reimbursed by Landlord shall include the cost of leasehold improvements, but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment or any so-called soft costs for architectural or engineering fees or for telecommunications and AV wiring above the Soft Costs Cap (hereinafter defined). The total amount of the Tenant Third Amendment Premises Allowance that may be applied towards soft costs for architectural and engineering fees and for telecommunications and AV wiring shall not exceed an amount equal to the product of (x) $4.00 and (y) the Rentable Floor Area of the Third Additional Premises (the “WorkSoft Costs Cap”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Tenant Third Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition1.3, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, the Tenant Third Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Tenant Third Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Tenant’s Third Additional Premises Work are is less than the Tenant Third Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion Exhibit 10.1 EXHIBIT B-2 Tenant Plan and Working Drawing Requirements 1. Floor plan indicating location of the Additional Premises Tenant Allowance which has not been utilized on partitions and doors (details required of partition and door types). 2. Location of standard electrical convenience outlets and telephone outlets. 3. Location and details of special electrical outlets; (e.g. Xerox), including voltage, amperage, phase and NEMA configuration of outlets. 4. Reflected ceiling plan showing layout of standard ceiling and lighting fixtures. Partitions to be shown lightly with switches located indicating fixtures to be controlled. 5. Locations and details of special ceiling conditions, lighting fixtures, speakers, etc. 6. Location and heat load in BTU/Hr. of all special air conditioning and ventilating requirements and all necessary HVAC mechanical drawings. 7. Location and details of special structural requirements, e.g., slab penetrations and areas with floor loadings exceeding a live load of 70 lbs./s.f. 8. Locations and details of all plumbing fixtures; sinks, drinking fountains, etc. 9. Location and specifications of floor coverings, e.g., vinyl tile, carpet, ceramic tile, etc. 10. Finish schedule plan indicating wall covering, paint or before December 31paneling with paint colors referenced to standard color system. 11. Details and specifications of special millwork, 2012 shall be forfeited by Tenantglass partitions, rolling doors and grilles, blackboards, shelves, etc. 12. Hardware schedule indicating door number keyed to plan, size, hardware required including butts, latchsets or locksets, closures, stops, and any special items such as thresholds, soundproofing, etc. Keying schedule is required. 13. Verified dimensions of all built-in equipment (file cabinets, lockers, plan files, etc.).

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 32.00, and (ii) the Rentable Floor Area of the Expansion Premises 2 (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Additional Expansion Premises in accordance with the terms of the Lease (collectively, the “2 Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Landlord’s Expansion Premises 2 Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 21.3. In addition, in the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Landlord’s Expansion Premises 2 Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs of the Landlord’s Expansion Premises 2 Work are less than the Additional Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of the Additional Premises Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.

Special Allowance. Landlord shall provide to Tenant a special allowance equal to the sum of (a) the product of (i) $84,328.00 12.50 and (ii) the Rentable Floor Area of the Fourth Expansion Premises plus (b) Five Thousand and 00/100 Dollars (collectively, the “Additional Fourth Expansion Premises Tenant Allowance”). The Additional Fourth Expansion Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of Landlordassociated architect’s fees, construction supervision and construction of Fourth Expansion Premises Work, provided, however, Tenant may use and apply a portion of the Fourth Expansion Premises Tenant Allowance on account of Tenant’s so-called “soft costs” related to the Fourth Expansion Premises Work and/or (including, supervisory and construction management fees, and the cost of other work performed by either Landlord or wiring and cabling), in an amount not to exceed the product of (x) $1.00 and (y) the Rentable Floor Area of the Fourth Expansion Premises. Provided that the Tenant in the Additional (i) has completed all of such Fourth Expansion Premises Work in accordance with the terms of the Lease, has paid for all of such Fourth Expansion Premises Work in full and has delivered to Landlord lien waivers as required by Section 7.2 herein, (ii) has executed the Commencement Date Agreement in the form annexed to the Third Amendment as Exhibit C, (iii) has delivered to Landlord its certificate specifying the cost of such Fourth Expansion Premises Work and all contractors, subcontractors and supplies involved with the Fourth Expansion Premises Work, together with evidence of such cost in the form of paid invoices, receipts and the like, (iv) has satisfied the requirements of (i) through (iii) above and made request for such payment on or before the date that is three hundred and sixty five (365) days after the Fourth Expansion Premises Commencement Date, (v) is not otherwise in default (beyond applicable notice and cure periods) under the Lease, and (vi) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’s interest in the Lease or against the Building or the Site arising out of the Fourth Expansion Premises Work or any litigation in which Tenant is a party, then within thirty (collectively30) days after the satisfaction of the foregoing conditions, the “Work”). In no event Landlord shall Landlord’s obligations pay to pay or reimburse the Tenant for any the lesser of the amount of such costs so certified (the “Fourth Expansion Premises Certified Costs”) or the amount of the Work exceed the total Additional Fourth Expansion Premises Tenant Allowance. For the purposes hereof, the cost to be so reimbursed by Landlord shall include the cost of leasehold improvements but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment or any so-called soft costs, except as expressly permitted above. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Fourth Expansion Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition7.3, nor shall Landlord be deemed to have assumed any obligations, in the event that (i) whole or in part, of Tenant is in default under the Lease or (ii) there are to any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of any work performed by Tenant or any litigation in which Tenant is a party, then, from and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Event. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoicessubcontractors, receipts and the likesuppliers, workers or materialmen. Further, except as provided in this Section 7.3, the Additional Fourth Expansion Premises Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Fourth Expansion Premises Tenant Allowance towards Tenant’s personal property, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In the event that the costs such cost of the Fourth Expansion Premises Work and the other costs for which Tenant is permitted to seek reimbursement above are less than the Additional Fourth Expansion Premises Tenant Allowance, Tenant shall not be entitled to any payment or credit nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant under the Lease. Any portion of Landlord shall be entitled to deduct from the Additional Fourth Expansion Premises Tenant Allowance an amount equal to the sum of (i) third party expenses incurred by Landlord to review any elements of the Fourth Expansion Premises Plans and the Fourth Expansion Premises Work that may affect the structure of the Building, and (ii) third party expenses incurred by Landlord to review the Fourth Expansion Premises Plans and the Fourth Expansion Premises Work of which Tenant has not been utilized on or before December 31received advance notice and which Tenant, 2012 shall be forfeited by Tenantin its commercially reasonable determination, has approved.

Special Allowance. (A) Landlord shall provide to Tenant a special allowance equal to the product of (i) $84,328.00 35.00 and (ii) the Rentable Floor Area of the Premises (the “Additional Premises Tenant Allowance”). The Additional Premises Tenant Allowance shall be used and applied by Landlord Tenant solely on account of the cost of Landlord’s Work and/or the cost of other work performed by either Landlord or Tenant in the Additional Premises in accordance with the terms of the Lease (collectively, the “Work”). In no event shall Landlord’s obligations to pay or reimburse Tenant for any of the costs of the Work exceed the total Additional Premises Tenant Allowance. Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of the Additional Premises Tenant Allowance for any purposes other than as provided in this Section 2. In addition, in the event that (i) Tenant is in default under the Lease or (ii) there are any liens which are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in the Lease or against the Building or the Site arising out of Work, including any work performed by Tenant or any litigation in which Tenant is a party, then, from architect and after the date of such event (“Event”), Landlord shall have no further obligation to fund any portion of the Additional Premises Tenant Allowance and Tenant shall be obligated to pay, as Additional Rent, all costs of the Work in excess of that portion of the Additional Premises Tenant Allowance funded by Landlord through the date of the Eventengineering fees. Prior to Landlord applying any portion of the Additional Premises Tenant Allowance towards work performed by Tenant, Tenant, in addition to the other requirements of this Section 2, must deliver to Landlord a certificate specifying the cost of such Tenant’s work and all contractors, subcontractors and suppliers involved with Tenant’s work together with evidence of such cost in the form of paid invoices, receipts and the like. Further, the Additional Premises The Tenant Allowance shall only be applied towards the cost of leasehold improvements and in no event shall Landlord be required to make application of any portion of the Additional Premises Tenant Allowance towards Tenant’s personal property, furniture, trade fixtures or moving expenses or on account of any supervisory fees, overhead, management fees or other payments to Tenant, or any partner or affiliate of Tenant. In Landlord shall be entitled to deduct from the event that Tenant Allowance an amount equal to the Third Party Review Costs. (B) Landlord shall pay Landlord’s Proportion (as hereinafter defined) of the cost shown on each Requisition (as hereinafter defined) submitted by Tenant to Landlord within thirty (30) days of submission thereof by Tenant to Landlord until the entirety of the Tenant Allowance has been exhausted. For the purposes hereof, “Landlord’s Proportion” shall be a fraction, the numerator of which is the Tenant Allowance and the denominator of which is the total contract price for Tenant’s Work, and a “Requisition” shall mean written documentation (including, without limitation, invoices from Tenant’s contractors, vendors, service providers and consultants, lien waivers in form reasonably acceptable to Landlord, and such other documentation as Landlord may reasonably request) showing in reasonable detail the costs of the Work are less than item in question or of the Additional Premises improvements installed to date in the Premises, accompanied by certifications from Tenant Allowancethat the amount of the Requisition in question does not exceed the cost of the items, services and work covered by such Requisition. Prior to commencement of Tenant’s Work, Tenant shall not be entitled to any payment or credit nor shall there be any application provide Landlord with reasonable evidence of the same toward Annual Fixed Rent or Additional Rent owed total contract price for Tenant’s Work. In the event the total contract price for Tenant’s Work is changed during the course of performance of the same, then Tenant shall notify Landlord and Landlord’s Proportion shall be adjusted accordingly. Each Requisition shall be accompanied by evidence reasonably satisfactory to Landlord that items, services and work covered by such Requisition have been fully paid by Tenant under and that the Leasework has been performed. Any portion of Landlord shall have the Additional Premises right, upon reasonable advance notice to Tenant, to inspect Tenant’s books and records relating to each Requisition in order to verify the amount thereof. Tenant Allowance which has not been utilized on or before December 31, 2012 shall be forfeited by Tenant.submit Requisition(s) no more often than monthly. Notwithstanding anything to the contrary herein contained: