Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted

Tenant Improvement Allowance. Subject to the terms Commencing as of this Section 38 set forth belowJanuary 1, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance2011, Tenant shall be entitled to payments use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined)thereto. “AdjustedEXHIBIT A

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord 10.5.1. If and for as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that long as Tenant is not paying its contractors and such failure to pay may give rise to a lien against in default under the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all Lease beyond any applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowancegrace period, Tenant shall be entitled to payments with respect a tenant improvement allowance in the amount of $[*] allocated as follows: $[*] ($[*]/sf) for the Building 8 Expansion Space, and $[*] ($[*]/sf) for the Building 3 Expansion Space (the “Tenant Improvement Allowance” or “Allowance”). Tenant shall have the right to any requisition apply the Tenant Improvement Allowance towards Tenant Improvements within its Premises whereby the Tenant Improvement Allowance is not required to be disbursed or allocated towards only the Expansion Spaces. The Tenant Improvement Allowance shall be paid to Tenant in accordance with reimbursement for the terms hereof except that each individual disbursement total out of pocket costs paid by Tenant for the design professional fees and the “hard costs” of construction of the Tenant Improvements to the Premises, including architectural and engineering fees, specialty consultants including acoustical and lighting specialists, permitting and expeditor fees, construction of interior improvements including millwork, built-in furniture, furniture systems, data cabling and wiring, telecommunications systems, relocation expenses, security, studio equipment, project management fees, and other similar expenses in fitting out the Expansion Space. If the total amount paid by Tenant for the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant may receive a credit for the unused portion of the Allowance by Landlord shall be in up to $[*] ($[*]/sf) applied towards the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustednext payment(s) of Base Rental and Tenant’s Percentage Share of Operating Expenses due, until such sum is exhausted.

Tenant Improvement Allowance. Subject to Commencing as of the terms date of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the AllowanceLease, Tenant shall be entitled to payments use the “Tenant Improvement Allowance”, as defined in Section 5 of the Summary to this Lease, for the costs relating to the design and construction of Tenant’s improvements, which are permanently affixed to the Premises, are demountable walls or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.3.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, subject to Section 2.2 below. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease. Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition. Landlord shall not require Tenant to remove any of the Tenant Improvements to the extent shown on the Space Plan attached hereto as Schedule 1. Any portion of the Tenant Improvement Allowance and “Additional Improvement Allowance”, as that term is defined in Section 2.2, below, that is not disbursed or allocated for disbursement by the date that is two (2) years after the full execution and delivery of this Lease, shall revert to Landlord and Tenant shall have no further rights with respect thereto. Landlord acknowledges that Tenant plans to any requisition in accordance with perform multiple Tenant Improvement projects during such two (2) year period and that the terms hereof except that of this Tenant Work Letter shall apply to each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedsuch project.

Tenant Improvement Allowance. Subject Landlord shall provide a Tenant Improvement Allowance of $250,000 to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward used to fund costs associated with Tenant’s Initial Alterationsbuild out of the Premises, including without limitation plumbing, electrical, and HVAC, but excluding any soft costs other than architectural fees and general contractor fees. Up to $75,000 of the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot 250,000 can be spent on personal property items for 105,696 rentable square feet use in the Initial Premises, such as a modular clear room, and that may be removed from the Premises on termination of the Lease, subject to compliance with Section 6.12. Prior to commencement of construction of Tenant Improvements, Tenant shall provide Landlord with plans and specifications for all such Improvements, together with a construction contract (with a general contractor reasonably acceptable to Landlord), a construction line item monthly budget and any necessary permits from the Town of Natick (the “Construction Documents”). No work on Improvements shall commence until Landlord has approved all the Construction Documents, such approval not to be unreasonably withheld, conditioned or delayed. After commencement of construction of Tenant Improvements, Tenant shall submit to Landlord Tenant’s good faith estimate monthly a requisition for reimbursement of costs incurred for work put in place (“Qualified Cost Estimate”) less any retainage of not more than 5% of the Qualified Costs (hereinafter definedrequisition) during the preceding month with detailed information as to be incurred vendor, amount and work performed. Tenant shall also provide lien waivers from all contractors, sub-contractors and vendors. Landlord may require an inspection report by Tenant its designated agent to certify that work has been performed in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance compliance with the procedures set forth belowConstruction Documents. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant Landlord may also require a title update (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option expense) to confirm the absence of any liens relating to work performed by or on behalf of Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant . Landlord shall pay each monthly requisition (less any retainage) within ten (10) business days of receipt and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies acceptance of all construction contracts for the such Alterations, together with copies of all change orders, if any; foregoing in form and (iii) a request substance reasonably satisfactory to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the PremisesLandlord. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate If any item exceeds the Allowancebudgeted amount for that item for that month, then Landlord may require Tenant shall be entitled to payments with respect pay the excess amount prior to Landlord making any requisition in accordance with payment on the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedrequisition.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed (including furniture, fixtures and equipment attached to the walls, ceiling or slab) to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant on or before the first (1st) anniversary of the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling infrastructure designer must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of this Section 38 set forth belowthe Lease; provided, there shall be paid however, Landlord may, by written notice to Tenant prior to the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) end of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction Lease Term, or given following any earlier termination of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowancethis Lease, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) orrequire Tenant, at Tenant’s option expense, to Tenant’s contractorsremove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; PROVIDED FURTHER; HOWEVER, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, THAT (i) in the case of other than costs incurred under architectural and engineering contracts (collectively NOTWITHSTANDING THE FOREGOING, UPON REQUEST BY TENANT AT THE TIME OF TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THE “Professional Services Contracts”) or under construction contractsFINAL WORKING DRAWINGS, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services ContractsAS THAT TERM IS DEFINED IN SECTION 3.3, paid invoicesBELOW, LANDLORD SHALL NOTIFY TENANT WHETHER ALL OR ANY PORTION OF THE TENANT IMPROVEMENTS WILL BE REQUIRED TO BE REMOVED PURSUANT TO THE TERMS OF THIS SECTION 2.1, (ii) in no event shall Tenant be required to remove any Tenant Improvements which (a) are normal and customary business office improvements, (b) do not affect the case Base Building, and (c) cannot be seen from the exterior of Professional Services Contracts, invoicesthe Premises, and (iii) in no event shall Tenant be required to remove the case catering kitchen permitted pursuant to the terms of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part Section 5.1 of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease.

Tenant Improvement Allowance. Subject Provided that Tenant has delivered the Letter of Credit to Landlord and Tenant is not then in default under this Work Agreement or the Lease beyond the expiration of any applicable notice and grace periods, from and after the Tender Date, except as otherwise set forth in Paragraph C.3, below, Landlord agrees to provide to Tenant the Tenant Improvement Allowance, to be applied solely to the terms Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Section 38 set forth belowWork Agreement, there Construction Costs shall be paid disbursed by Landlord from the Landlord Available Allowance, as the Landlord’s contribution toward and when such costs are actually incurred by Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of the Qualified or for reimbursement to Tenant for Construction Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments out of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Available Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, requests shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred accompanied by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in paid receipts or invoices substantiating the Premises substantially in the form of AIA Document G-702 covering all work costs for which disbursement payment is to be made to a date specified therein which is part of the construction contractrequested; (b) a certification signed statement from an AIA architect substantially in Tenant certifying that the form of costs were actually incurred for the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Paymentstated amount; (c) contractor’s, project managers and subcontractor’s partial lien waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts from the party supplying the services or materials for which disbursement payment is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if anysought; and (iiid) a such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall pay the costs covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: make more than one (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated such payment in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationany calendar month). Notwithstanding the foregoing, if in no event shall Landlord be obligated to pay, in the Qualified Cost Estimate exceeds aggregate, an amount in excess of ninety percent (90%) of the AllowanceTenant Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises for general business use; (B) Tenant’s execution and delivery to Landlord of the Lease Memorandum attached to the Lease as Exhibit D; (C) receipt by Landlord of appropriate paid receipts or invoices and a final lien waiver from the Contractor and each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with the construction of the Tenant Improvements; and (D) Tenant’s delivery to Landlord of (1) all receipts, invoices or other documentation reasonably necessary to substantiate ail costs payable by Landlord hereunder; (2) an electronic copy (CD-ROM) of CAD background files of the Tenant’s Plans; (3) an electronic version of the “As-Built” drawings of the Tenant Improvements prepared by the Tenant’s Architect; and (4) hard copy scaled drawings of the “As-Built” drawings of the Tenant Improvements prepared by the Tenant’s Architect. If Tenant does not expend all of the Tenant Improvement Allowance for Construction Costs as permitted hereunder on or before the last day of the thirty-ninth (39lh) full calendar month following the Commencement Date, any unused portion of the Tenant Improvement Allowance not so used shall be entitled retained by Landlord. Notwithstanding the foregoing, upon thirty (30) days prior written notice to payments with respect Landlord, up to any requisition in accordance with the terms hereof except that each individual disbursement Six Hundred Thirty-One Thousand Nine Hundred Twenty and 00/100 Dollars ($631,920.00) of the Tenant Improvement Allowance may be used by Landlord shall be in Tenant (1) as a credit towards the same ratio to next monthly installment(s) of Base Rent becoming due and payable by Tenant under the amount properly requisitioned as Lease, or (2) towards the Allowance bears to the Adjusted Qualified Cost Estimate reimbursement of FF&E Costs (hereinafter defined), provided that Tenant delivers written notice to Landlord of its election to apply such portion of the Tenant Improvement Allowance as a rent credit or towards FF&E Costs on or before the last day of the thirty-ninth (39lh) full calendar months following the Commencement Date. In the event Tenant fails to deliver such written notice to Landlord on or before the last day of the thirty-nine (39th) full calendar months following the Commencement Date, Tenant shall waive any and all of its rights to receive such rent credit or reimbursement of FF&E Costs. As used herein, the term “AdjustedFF&E Costs” shall mean the acquisition and/or installation within the Premises of Tenant’s telecommunications equipment (including wiring and cabling), and furniture, fixtures, equipment, project management services, interior and/or exterior building signage, and stationery to be used or installed in the Premises.

Tenant Improvement Allowance. Subject Effective as of the expiration of the Wachovia SNDA Termination Period (provided Tenant has not delivered the Wachovia SNDA Termination Notice to Landlord) and the expiration of the Mortgagee Approval Period, if and so long as there is no Event of Default under the Lease and subject to the terms provisions of this Section 38 set forth below4, there Landlord acknowledges and agrees that Landlord shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, contribute the sum of $265,764.00 (the “Tenant Improvement Allowance”) of $7,191,555.84to the hard and soft costs, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in including, without limitation, architectural, design, consulting, permit and engineering fees, related to the Initial PremisesTenant’s improvements to the Premises (the “Tenant Improvements”). Tenant shall submit may apply up to Landlord Tenant’s good faith estimate thirty five percent (“Qualified Cost Estimate”35%) of the Qualified Costs (hereinafter defined) Tenant Improvement Allowance to pay for Tenant’s audio visual equipment for board rooms, demo/training rooms, computer rooms and other furniture, fixtures and equipment. In addition, Tenant shall have the right to use up to 25% of any unused portion of the Tenant Improvement Allowance as a rent credit to be incurred applied against future Rent payments (the “Credit Amount”), but Landlord shall have no further obligation with respect to any remaining unused portion of the Tenant Improvement Allowance if any portion of the Tenant Improvement Allowance above the Credit Amount remains unspent by Tenant in connection with its move to and the construction as of Initial Alterations in the PremisesOctober 31, 2011. Installments From time-to-time, but not more than once a month, Tenant may give Landlord a Requisition (as defined below) for so much of the Allowance shall be payable in accordance with Work Cost (as defined below) as arose since the procedures set forth below. Installments end of the Allowanceperiod to which the most recent prior Requisition related, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by the first Requisition, for the Work Cost previously incurred. Provided that no Event of Default has occurred and is continuing, within thirty (30) days after Landlord receives a complete Requisition, Landlord shall pay Tenant ninety percent (90%) of the Work Cost reflected in such Requisition and not theretofore paid to shall withhold the remaining ten percent (10%) of Work Cost (the “Retainage”); and provided that no Event of Default has occurred and is continuing under the Lease, within thirty (30) days after Tenant or which were furnishes Landlord with (x) a final, stamped set of “as built” plans for the Premises from Tenant’s responsibility as set forth architect which demonstrates that the Tenant Improvements have been completed substantially in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural accordance with plans and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for specifications approved by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, Landlord and (iiiy) its final Requisition which demonstrates that the Tenant Improvements have been substantially completed and paid for in full by Tenant, Landlord shall pay Tenant the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in Retainage. In the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is event Landlord fails to be made to a date specified therein which is part pay any portion of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs Tenant Improvements for which a request for disbursement under such construction contracts Requisition is being made; properly submitted hereunder within thirty (v30) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterationsdays, and as part of the requisition such failure continues for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and more than five (5) the certification days after a notice of intent to deduct from Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, then Tenant shall be entitled to payments with respect to any requisition in accordance with offset the terms hereof except that each individual disbursement Requisition amount against twenty (20%) of the Allowance by Landlord shall be monthly Basic Rent and Additional Rent due under the Lease until such Requisition amount due to Tenant under this Section 4 has been reimbursed in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfull.

Tenant Improvement Allowance. Subject In addition to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is Improvements to be made to the Premises by Landlord set forth hereinabove, Landlord shall provide Tenant with a date specified therein which Tenant Improvement Allowance (herein so called) in the amount of $30,000.00 to perform the following described work at the Premises: • Replace kick plates on work room double doors to outside and ensure integrity of door handles and locking mechanisms • Install 4 dedicated electrical circuits in work room or newly created break room for coffee machine, microwaves, refrigerators and vending machines • Install power for flat screen TV in work room/new break room, location denoted by Tenant • Install 6 dedicated electrical circuits in Data/Server Room near existing racks, denoted by Tenant • Add additional power recepticals in training rooms as denoted by Tenant • Construct under ceiling grid wall near entrance to create a reception area and separate work space from visitors, new glass doors to enclose the space for security and clear story windows, as to bring light and keep privacy • Repair movable walls in both training rooms to ensure walls close easily and fully, fabric is part clean and intact, base boards on articulating sections are not broken and sound is contained as much as possible in each room • Install additional awning adjacent to existing in back of building and add 3 more cement picnic benches for outdoor seating and smoking area • Remove handles and plug holes on exterior side of glass doors not used as an entrance doors as denoted by Tenant • Install security access readers, wiring and door hardware on entrance door, workroom/new break room double doors, 2 glass doors on reception wall and server room Tenant may use up to $10,000.00 of the construction contract; Tenant Improvement Allowance for data wiring/electrical connectivity within the Building. If there is a remaining Tenant Improvement Allowance, the residual amount shall be used for the future expansion space if (bwhen) a certification from an AIA architect substantially in Extend Health expands. Tenant may use the form of Tenant Improvement Allowance for improvements other than the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance improvements itemized hereinabove with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; prior consent, which consent shall not be unreasonably withheld or delayed. Within thirty (iv30) a cost breakdown for each trade or subcontractor performing days after receipt of invoices and/or other written documentation evidencing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterationsimprovements described hereinabove, Landlord shall disburse the Tenant Improvement Allowance to Tenant to pay the costs evidenced by such invoices and/or other written documentation. IMPROVEMENTS EXHIBIT A DIAGRAM OF THE PREMISES EXHIBIT B COMMENCEMENT DATES CERTIFICATE LANDLORD: AMB-SGP TX/IL, L.P. TENANT: EXTEND HEALTH, INC. LEASE DATE: May , 2011 PREMISES: Approximately 17,331 square feet of space located in the Building situated at 1350 North Glenville in Richardson, Texas. Tenant hereby accepts the Premises as being in the condition required under the Lease. The Lease Commencement Date of the Lease is May 31, 2011. The Rental Commencement Date of the Lease is . The Expiration Date of the Lease is LANDLORD: AMB SGP TX/IL, L.P., a Delaware limited partnership TENANT: EXTEND HEALTH, INC. a Delaware corporation By: AMB Property Holding Corporation, a Maryland corporation By: By: Print: Print: Title: Title: Telephone: Telephone: Facsimile: Facsimile: Executed at: Executed at: on: May , 2011 on: May , 2011 EXHIBIT C ENVIRONMENTAL AND USE QUESTIONNAIRE FOR TENANT MOVE-IN AND LEASE RENEWAL Property Name: Property Address: 0000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Lease Date: May 2011 Landlord: AMB-SGP TX/IL L.P. Tenant: EXTEND HEALTH, INC. Instructions. The following questionnaire is to be completed by the Tenant Representative with knowledge of the planned/existing operations for the specified building/location. A copy of the completed form must be attached to all new leases and renewals, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect forwarded to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architectLandlord’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedRisk Management Department.

Tenant Improvement Allowance. Landlord will provide a Tenant Improvement Allowance of Five Hundred Thousand 00/100ths Dollars ($500,000.00) toward improvements in 892 and 000 Xxxx Xxxxx. Tenant may allocate this Tenant Improvement Allowance at Tenant’s discretion between the two Premises and the two Leases. However, the total amount to be provided by Landlord for both Leases and both Premises shall be $500,000.00 and no more. The Allowance will be provided as a reimbursement of money actually expended by Tenant toward new Tenant Improvements (which must be approved by Landlord under the provisions of the Lease relating to construction) prior to December 31, 2005. Subject to the terms of this Section 38 set forth provisions below, there shall reimbursement by Landlord will be paid made within sixty (60) days of presentation of reasonably adequate documentation evidencing the expenses incurred and confirming that (1) all Tenant Improvements for which reimbursement is sought have been completed; (2) all contractors, materialmen, suppliers, and others entitled to a lien have provided evidence satisfactory to Landlord releasing or waiving any such liens (or a proper Notice of Completion has been filed and the statutory period for filing of liens following recordation of a Notice of Completion has expired in the reasonable opinion of counsel for Landlord); and (3) said funds have actually been expended by December 31, 2005 for the Tenant Improvements approved by Landlord. Upon application for funds in conformity with the above period, Landlord as the Landlord’s contribution toward may audit Tenant’s Initial Alterationsrecords upon request made within thirty (30) days after the request is made in regard to each such request for reimbursement. Notwithstanding the above provisions, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Landlord shall not be obligated to pay any reimbursement to Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth belowabove prior to March 31, 2005. Installments Tenant may apply for reimbursement of the Allowancesuch matters at any time to and including March 31, which shall in 2006. Landlord will have no event exceed in the aggregate the amount of the Allowance, shall be paid duty to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an reimburse based on any application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate received by Landlord after such date. Tenant may not apply for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs reimbursement under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, this Paragraph 4 more often than three (3) receipted bills covering all labor and materials expended and usedtimes in any calendar year. In the event of any non-payment of reimbursement which was due to Tenant, (4) as-built plans of after said reimbursement was due under the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and beliefabove provision, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to set the amount properly requisitioned as the Allowance bears which it should have been reimbursed off against Rent due to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLandlord under either Lease.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) As of the Qualified Costs Effective Date, and for a period of twelve (hereinafter defined12) to be incurred by Tenant in connection with its move to and months following the construction of Initial Alterations in the Premises. Installments first day of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowancefirst month thereafter, Tenant shall be entitled to payments with respect a tenant changes allowance (the “Tenant Changes Allowance”) of up to any requisition TEN DOLLARS ($10.00) per useable square foot of the Premises for a total maximum Tenant Changes Allowance of Five Hundred Seventy Five Thousand Four Hundred Dollars ($575,400.00) for Tenant’s use in accordance with making Tenant Changes, as that term is defined in Section 12 of the terms hereof except Lease, to the Premises. Alternatively, Landlord will allow Tenant to apply up to Eight Dollars ($8.00) per useable square foot of the Premises ($460,320.00) to offset (“Rent Offset”) Monthly Basic Rent during the twelve month period commencing on the first day of the first month following the Effective Date. No later than sixty (60) days after the Effective Date, Tenant shall give Landlord written notice of its election to use either the Tenant Changes Allowance to effect Tenant Changes to the Premises or the Rent Offset to offset Monthly Basic Rent or a combination of both on a per square foot basis. For example, Tenant may elect to use $250,000 of Tenant Changes Allowance and $325,400 of Rent Offset. In the event and to the extent that each individual Tenant elects to utilize the Tenant Changes Allowance, the provisions of Section 12 of the Lease shall apply to all such Tenant Changes completed within the aforementioned twelve (12) month period and the provisions of Exhibit “C”, Work Letter Agreement, shall apply to the disbursement of the Tenant Changes Allowance by Landlord shall be just if such Tenant Change Allowance were in fact the same ratio Tenant Improvements Allowance under Exhibit “C”. In the event and to the amount properly requisitioned extent that Tenant fails to utilize the Tenant Changes Allowance or notify Landlord of its intent to apply the Rent Offset as provided in this Second Amendment, then and in such event, the Allowance bears Tenant will be deemed to have elected the Rent Offset and will be entitled to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedRent Offset described in this paragraph.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not to exceed Eighty Thousand Dollars ($80,000.00). In no event shall Landlord be obligated to make disbursements pursuant to this Paragraph 5 in a total amount which exceeds the Tenant Improvement Allowance and in no event shall the Tenant Improvement Allowance be utilized for any requisition trade fixtures, furniture or equipment (including freezers or coolers) of Tenant. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property upon the expiration or earlier termination of the term of this Lease and may not be removed by Tenant from the Premises at any time unless required by Landlord in accordance with the terms hereof except that each individual disbursement provisions of Paragraph 11 of the Lease. Tenant shall not be entitled to any payment or credit for any unused portion of the Tenant Improvement Allowance. The Tenant Improvement Allowance shall be funded by Landlord shall be upon completion of the installation of improvements (the “Work”) in the same ratio Premises and after Tenant has submitted all invoices, lien waivers, affidavits of payment, and such other evidence as Landlord may reasonably require to evidence that the amount properly requisitioned as cost of the Allowance bears Work has been paid for and that no mechanic’s, materialman’s or other such liens have been or may be filed against the property or the Premises arising out of the design or performance of the Work. In no event shall Landlord be required to pay any portion of the Adjusted Qualified Cost Estimate cost of the Work in excess of the Tenant Improvement Allowance. If the Work is not substantially completed with all invoices submitted to Landlord within twelve (hereinafter defined). “Adjusted12) months after possession of the Expansion Space is tendered to Tenant, then Landlord shall not be obligated to reimburse Tenant for invoices submitted after such date.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition a ---------------------------- one-time tenant improvement allowance (the "Tenant Improvement Allowance") in accordance with an amount up to, but not exceeding, the terms hereof except that each individual disbursement product of (i) $20.00 and (ii) the number of rentable square feet of the Suite 600 Space as of the Lease Commencement Date, to be used to help Tenant pay for the costs of design and construction of Tenant's improvements set forth in the approved Final Drawings (as defined herein) which are permanently affixed to the Premises (collectively, the "Tenant Improvements") and the other Tenant Improvement Allowance Items (as such term is defined below). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items; provided, however, to the extent there remains any unused portion of the Tenant Improvement Allowance and thus Landlord is not providing any Additional Allowance, Tenant may use such excess to help Tenant pay for any Alterations Tenant installs in the Premises pursuant to Article 8 of the Lease after substantial completion of the Tenant Improvements. Such excess amount shall be disbursed by Landlord shall be in after Tenant has completed the same ratio Alterations and has delivered to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLandlord appropriate invoices, paid receipts, lien releases and other information reasonably requested by Landlord.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there Tenant shall be paid by entitled to a one-time tenant improvement allowance (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) in the amount of $7,191,555.84up to, based upon a contribution of $68.04 but not exceeding [***] per rentable square foot for 105,696 of the Premises (i.e., an amount up to [***] based on 149,273 rentable square feet in the Initial Premises), for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall submit not be entitled to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) receive any cash payment for any portion of the Qualified Costs Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (hereinafter definedas such term is defined below) to be incurred by Tenant in connection with its move to and or disbursed following the construction of Initial Alterations in the Premises. Installments Effective Date of the Allowance shall be payable Lease in accordance with the procedures set forth below. Installments terms of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to this Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationWork Letter. Notwithstanding the foregoing, if an amount not to exceed [***] of any unused amount of the Qualified Cost Estimate exceeds the Allowance, Tenant Improvement Allowance shall be entitled made available to payments Tenant to help Tenant pay for the actual and documented costs incurred by Tenant (collectively, the “Moving/Cabling/FF&E Costs”) for (i) moving and relocating to the Premises, (ii) installing in the Premises telephone and data cabling for Tenant’s telephone and data equipment in the Premises and for establishing security services for the Premises; (iii) the purchase of and installation of furniture, fixtures and equipment for the Premises; and (iv) the cost of signage for the Premises and the Building. Landlord shall disburse from the Tenant Improvement Allowance the available portion thereof to help Tenant pay for the Moving/Cabling/FF&E Costs actually incurred by Tenant within thirty (30) days after Xxxxxxxx has received Xxxxxx’s written request for disbursement together with respect copies of invoices from third parties evidencing the amount of such Moving/Cabling Costs to any requisition in accordance with the terms hereof except that each individual disbursement be paid by Landlord. Any remaining balance of the Tenant Improvement Allowance by Landlord shall after the Lease Commencement Date may, for the first twelve (12) months after the Lease Commencement Date (but not thereafter), be in used as a credit toward the same ratio to Base Rent first coming due under the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease.

Tenant Improvement Allowance. Subject Landlord agrees that it will provide to Tenant an allowance of $4,300,000 (the terms of this Section 38 set forth below, there “Tenant Improvement Allowance” or “TIA”) which shall be paid by the Landlord as the used to pay for Landlord’s contribution toward Tenant’s Initial AlterationsWork, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth belowFinal Plans and Specs. Installments Tenant shall have the right to apply part of the AllowanceTenant Improvement Allowance toward the costs of Tenant design, which shall in no event exceed in preparation, renovation and construction within the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option Premises including without limitation to Tenant’s contractorsWork and may also apply part of the TIA towards non-building related items such as, with respect but not limited to, permitting, space plans, moving, architectural and engineering, attorneys’ fees and expenses, project management, wiring and cabling, special electrical power distribution, telephone and security systems and the purchase and installation of any furniture, fixtures and equipment to Qualified Costs theretofore incurred be used for or within the Premises. Prior to commencing the Tenant Improvements, Tenant must approve Landlord’s budget for the Landlord’s Work (the “Budget”) and any changes thereto must be approved by Tenant. After the Rent Commencement Date any unused portion of the TIA shall be credited against future Tenant Improvements required for the occupancy by Tenant of additional portions of the Premises as required by the Lease and may also be used by Tenant to cover up to three (and not theretofore paid to Tenant or 3) months Base Rent which were Tenant’s responsibility as shall be amortized over the remaining initial Term of the Lease. When the TIA is entirely expended for the purposes set forth in this Article 38) Lease, including Landlord’s Work, Tenant hereby agrees to pay to Landlord all costs and expenses in a timely manner in excess of the TIA for which unfunded Tenant has submitted a requisition consisting of, (i) in Improvements and Landlord’s Work. Tenant further agrees to pay all costs for Tenant Improvements for future portions of the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for Premises to be occupied by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with Exhibit B once the construction contract documents and the contractor TIA is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfully expended.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments use the "Tenant Improvement Allowance", as defined in Section 5 of the Summary to this Lease, for the costs relating to the initial design and construction of Tenant's improvements, which are permanently affixed to the Premises or which are "Tenant Improvement Allowance Items," as that term is defined in Section 2.2.1, below (collectively, the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord's approval of the "Final Working Drawings", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, or any earlier termination of this Lease, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition. Any portion of the Tenant Improvement Allowance for which disbursement has not been requested by the end of the first eighteen (18) months following the Lease Commencement Date, shall revert to Landlord and Tenant shall have no further rights with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedthereto.

Tenant Improvement Allowance. Subject Landlord shall reimburse Tenant for the Costs of Tenant Improvements (as hereinafter defined) in an amount not to exceed $174,150 (the “Improvement Allowance”). Landlord shall also provide Tenant up to an additional $164,475 (the “Reimbursable Allowance”) to be applied to the terms Costs of this Section 38 set forth below, there Tenant Improvements. The Improvement Allowance and Reimbursable Allowance shall be paid by the Landlord collectively referred to herein as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) be solely responsible for the amount by which the Costs of Tenant Improvements exceeds the Qualified Costs (hereinafter defined) to be incurred by Allowance. Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments acknowledges that any request for payment of the Allowance shall must be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid delivered to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 G702 (Application for Payment) together with evidence of paid invoices and fully executed, notarized lien waivers (without contingency) covering all the work for which reimbursement is then being requested; provided that no disbursement is to be made to a date specified therein which is part of the construction contract; Allowance shall occur until such time that Landlord has received (a) final, Landlord-approved Construction Drawings signed by Tenant’s architect, (b) a certification from an AIA architect substantially in the form copy of the Architect’s Certificate for Payment which is located on AIA Document G702, Application building permit and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws a copy of the Commonwealth fully-executed construction contract for the Tenant Improvements. Subject to the foregoing, Landlord shall make disbursements of Massachusettsthe Allowance not more often than once every thirty (30) calendar days within ten (10) business days after the Landlord’s receipt of a requisition therefor, together with invoices with respect to such Qualified Costs all required documentation and such other supporting data as Landlord or Landlordafter Tenant’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architectImprovements covered by such requisition. After Tenant’s completion affidavitsof Tenant Improvements and delivery to Landlord of (a) evidence that the Tenant Improvements have been fully paid for, (2b) full fully executed and notarized final lien waivers of lienfor all Tenant Improvements work, (3) receipted bills covering all labor and materials expended and used, (4c) as-built plans of the Alterations, and (5) the certification of for all Tenant Improvements signed by Tenant’s architect and (d) an HVAC balancing report reasonably acceptable to Landlord, Landlord shall, after written request from Tenant, disburse to Tenant the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement final installment of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as extent Tenant has satisfied the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedrequirements for disbursement.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Two Million Eight Hundred Forty Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,840,255.00, i.e., $55.00 per rentable square foot of the Premises) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). Except with respect to the Landlord Work, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the sum of (i) the Tenant Improvement Allowance, and (ii) the “HVAC System Allowance,” as that term is defined in Section 2.2.2 of this Tenant Work Letter, below. Tenant hereby acknowledges and agrees that any requisition unused portion of the Tenant Improvement Allowance remaining as March 31, 2015 (i.e., the New Expiration Date) shall revert to Landlord and Tenant shall have no further right thereto; provided, however, Tenant shall have the right to deliver written notice to Landlord (the “TIA Rent Credit Notice”) anytime after the substantial completion of the Tenant Improvements, informing Landlord of Tenant’s election to use any unused and unallocated portion of the Tenant Improvement Allowance, up to, but not exceeding, Four Hundred Eighty-Five Thousand and 00/100 Dollars ($485,000.00), as a credit against Minimum Rental under the Lease (the “Unused TI Rental Credit”). Upon Landlord’s receipt of a TIA Rent Credit Notice Landlord shall apply the Unused TI Rental Credit amount against, and Tenant shall not be obligated to pay, the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease (i.e., March, 2015), and to the extent the Unused TI Rental Credit exceeds the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease, then such excess amount shall be applied to Minimum Rental attributable to the immediately preceding month (i.e., February, 2015), and such application shall be repeated until the full amount of the Unused TI Rental Credit has been applied as a credit against Minimum Rental otherwise due and owing under the Lease, as amended. All Tenant Improvements for which the Tenant Improvement Allowance has been made available, including without limitation “Tenant’s FF&E,” as that term is defined in accordance with Section 2.2.1.6, below, shall be deemed Landlord’s property under the terms hereof except that each individual disbursement of the Allowance Lease; provided, however, Landlord may, by Landlord shall be written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in the same ratio Section 3.3, below, require Tenant, prior to the amount properly requisitioned as end of the Allowance bears Lease Term, or given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Adjusted Qualified Cost Estimate (hereinafter defined). Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installation of such removed Tenant Improvements; provided further, however, to the extent the Tenant Improvements are a natural and logical extension of the “AdjustedDGA Space Plan”, as that term is defined in Section 3.2, below, then Tenant not have any obligation to remove such Tenant Improvements or to return the affected portion of the Premises to their condition existing prior to the installation of such Tenant Improvements.

Tenant Improvement Allowance. Subject Landlord and Tenant hereby acknowledge the Tenant Improvement Allowance which Landlord made available to Tenant pursuant to Section VI of the Fifth Amendment (the “Fifth Floor TI Allowance”). Notwithstanding the early termination of the Lease Term as it relates to the Existing Fifth Floor space, as such early termination is more fully described in Section VI of this Sixth Amendment above, in the event that any of the Fifth Floor TI Allowance remains un-advanced by Landlord to Tenant upon the Existing Fifth Floor Space Lease Expiration Date as such is defined above (such un-used TI being referred to herein as the “Un-Used Fifth Floor TI”), Landlord hereby agrees to make such Un-Used Fifth Floor TI available to Tenant for Tenant’s use in defraying the total cost of any approved Tenant Alterations made by Tenant to Suite 500. The terms regarding the availability of any Un-Used Fifth Floor TI shall continue to specify, per the agreed terms of Section VI of the Fifth Amendment, that an $18,500.00 portion thereof shall only be made available by Landlord to Tenant if Tenant, in writing, conclusively waives its right, via formal written notice to Landlord, to terminate the Lease Term as it relates to the Suite 500 early, as outlined in Section IV above. Any improvements Tenant shall make to Suite 500 and any advancements by Landlord to Tenant of the Un-Used Fifth Floor TI funds shall be pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, Workletter attached to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease.

Tenant Improvement Allowance. Subject Pursuant to the terms of this Section 38 set forth belowExhibit F attached hereto and made a part hereof, there Landlord shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterationsprovide a construction allowance to Tenant in an amount equal to, but not exceeding, the sum (“Allowance”) Tenant Improvement Allowance for the reimbursement of $7,191,555.84, based upon a contribution the cost of $68.04 per rentable square foot Tenant Work for 105,696 rentable square feet in the Initial Premisesconstruction of Tenant Improvements. Tenant shall submit have until the Tenant Improvement Allowance Deadline to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) request disbursement of the Qualified Costs Tenant Improvement Allowance. Tenant shall not request more than one (hereinafter defined1) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments disbursement of the Tenant Improvement Allowance per calendar month. Notwithstanding anything in this Lease to the contrary Landlord shall be payable in accordance with the procedures set forth below. Installments have no obligation to disburse any portion of the AllowanceTenant Improvement Allowance if (a) an uncured Event of Default exists or (b) Tenant has failed to comply with all requirements of Exhibit F. Any equipment or machinery, the cost of which shall in no event exceed in the aggregate the amount is reimbursed by disbursement of the any Tenant Improvement Allowance, shall be paid become the property of Landlord on the Expiration Date or the date of any earlier termination of the Term unless, whether or not such equipment or machinery is affixed to the Premises unless Landlord delivers written notice to Tenant (orof its intent not to take ownership of all or any portion of such equipment or machinery, at Landlord’s option if Landlord reasonably determines that in which case Tenant is not paying its contractors and such failure shall cause the same to pay may give rise to a lien against be removed from the Building, to the order of the contractor that performed the work set forth in the respective invoices) orPremises, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (sole cost and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premisesexpense. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedEXHIBIT E GUARANTY AGREEMENT See attached.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect the Tenant Improvement Allowance, which amount shall include Space Planning Allowance and Construction Management Fee for the design, permitting and construction of the Tenant Improvements to be constructed at the Premises; provided, however, that Landlord shall have no obligation to disburse all or any requisition in accordance with portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms hereof except that each individual and conditions set forth below. Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance if Tenant makes a request for a disbursement of the Tenant Improvement Allowance on or after December 31, 2016. Without limiting the foregoing, the portion of the Tenant Improvement Allowance to be expended by Landlord for space planning, shall not exceed the Space Planning Allowance. Subject to the provisions of the Lease, the Tenant Improvement Allowance shall be used to pay for any actual, out-of-pocket costs and expenses incurred in connection with the design and engineering work performed by Tenant under Section 2.5.1(a) above and for the permitting and construction of the Tenant Improvements pursuant to the Plans and Specifications performed by Tenant pursuant to Section 2.5.1(b) above, provided that such costs and expenses are deemed Qualified Expenses. For the avoidance of doubt, no portion of the Tenant Improvement Allowance shall be used to pay for the costs and expenses of any work at the Premises not included in the Plans and Specifications, and Tenant shall be responsible, at its sole cost and expense, for all costs and expenses incurred in connection with such work. Landlord shall reimburse Tenant for any actual, out-of-pocket costs and expenses which constitute Qualified Expenses paid by Tenant for the Tenant Improvements up to the amount of the Tenant Improvement Allowance. Landlord’s payment of such amount shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied in connection with the Tenant Improvements as set forth in Tenant’s payment request. Tenant shall pay the applicable excess out of its own funds if, when and to the extent that (a) the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, or (b) the cost of space planning exceeds the Space Planning Allowance. Tenant shall not be entitled to a credit for any unused portion of the Tenant Improvement Allowance. Landlord shall be entitled to receive the Construction Management Fee from the Tenant Improvement Allowance and the Supplement Tenant Improvement Allowance, if applicable, in connection with its management of the same ratio to construction of the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Improvements.

Tenant Improvement Allowance. Subject Landlord shall contribute an amount up to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum Twenty Dollars (“Allowance”$20) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs Premises (hereinafter defined"Tenant Improvement Allowance") to be incurred by Tenant in connection with its move to and toward the construction of Initial Alterations in the Premises. Installments costs of the Allowance Tenant Improvements. Landlord shall be payable in accordance with the procedures set forth below. Installments have no obligation to pay for costs of the Allowance, which shall Tenant Improvements in no event exceed in the aggregate the amount excess of the Tenant Improvement Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial AlterationsBudget, Landlord shall submit the Budget to Tenant for Tenant's review and as part approval. Tenant shall review and approve (or provide written comment regarding) the Budget within three (3) business days after receipt of the requisition Budget. Tenant's failure to approve or provide detailed written comments on the Budget within the time period specified shall be deemed to be a "Tenant Delay" for final disbursement purposes of the Allowance for hard construction costs, this Agreement. Tenant shall furnish pay the difference between (x) the total amount shown on the Budget (the "Total Budget Amount") and (y) the Tenant Improvement Allowance, which difference is referred to herein as the "Over-Allowance Amount," plus any additional costs incurred as a result of any Change Orders, as defined below. Within ten (10) days after the end of each month during which construction on the Tenant Improvements occurs, Landlord withshall provide to Tenant the following: (1) general contractor a statement of the costs incurred during the preceding month for the construction of the Tenant Improvements, dividing those costs into two categories: costs included in the original Budget ("Monthly Budget Amount") and architect’s completion affidavitscosts incurred as a result of any Change Orders ("Change Order Amounts"), (2) full a certification by the Architect that the work covered by such statement has been completed, and final waivers of lien, (3) receipted bills covering all labor mechanics' lien releases from the Contractor and materials expended and used, (4) as-built plans of subcontractors for the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedwork covered by

Tenant Improvement Allowance. Subject Provided Tenant is not in default under this Lease beyond any applicable cure period, Landlord hereby grants to Tenant the Tenant Improvement Allowance, for use to reimburse Tenant for actual out-of-pocket costs incurred and paid for by Tenant during the period commencing on the Lease Commencement Date and expiring on November 30, 2015 (the “TI Allowance Period”) in connection with the improvement and/or refurbishment of the Premises pursuant to and in accordance with the terms of this Section 38 set forth below, there shall be paid by Article 8 (the Landlord as “Tenant Improvements”); provided that Tenant may only apply up to an aggregate amount of the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of Tenant Improvement Allowance equal to $7,191,555.84, based upon a contribution of $68.04 3.00 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs Premises toward the cost of professional fees (hereinafter definedsuch as engineers, architects, space planners and interior designers), subject to and conditioned upon Landlord’s receipt of all information (including mechanics lien releases, if applicable) to be reasonably requested by Landlord. Any costs incurred by Tenant in excess of the Tenant Improvement Allowance in connection with its move to and the construction of Initial Alterations in the Premises. Installments performance of the Allowance Tenant Improvements shall be payable in accordance with the procedures set forth belowsole responsibility of Tenant. Installments Following Tenant’s substantial completion of the AllowanceTenant Improvements, Landlord shall reimburse Tenant for the reasonable, actual, third-party, out-of-pocket costs (which shall costs may include, without limitation, labor and materials costs, professional fees (such as engineers, architects, space planners and interior designers and permitting fees)) incurred by Tenant during the TI Allowance Period in no event exceed in performing the aggregate Tenant Improvements (up to the amount of the Tenant Improvement Allowance, shall be paid but after first subtracting a construction oversight fee equal to five percent (5%) of the total cost of the Tenant Improvements) within thirty (or, at 30) days following Landlord’s option if receipt from Tenant of evidence reasonably satisfactory to Landlord reasonably determines that Tenant is not paying its contractors has paid for and such failure to pay may give rise to a lien against completed the Building, to the order of the contractor that performed the work set forth Tenant Improvements in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except and that each individual disbursement there will be no liens recorded against the Building arising out of or relating to the Tenant Improvements, which evidence shall include: (a) properly executed, unconditional final mechanic’s lien releases from Tenant’s architect/space planner, engineers, consultants, contractors, vendors, subcontractors, laborers, and material suppliers retained and/or used by Tenant (“Tenant’s Agents”), showing the amounts paid, in compliance with California Civil Code Sections 8132, 8134, 8136 and 8138; (b) Tenant’s contractor’s last application and certificate for payment (AIA form G702 1992 or equivalent) signed by Tenant’s architect/space planner; (c) a breakdown sheet (AJA form 0703 1992 or equivalent); (d) original stamped building permit plans; (e) copy of the Allowance building permit; (f) original stamped building permit inspection card with all final sign-offs; (g) full size bond copies and a CD R disk containing electronic files of the “as built” drawings of the Tenant Improvements in both “dwg” and “pdf’ formats, from Tenant’s architect/space planner for architectural drawings, and from Tenant’s contractor for all other trades; (h) air balance reports; (i) excess energy use calculations; (i) one year warranty letters from Tenant’s Agents; (k) manufacturer’s warranties and operating instructions; (l) final punchlist completed and signed off by Tenant and Tenant’s architect/space planner; (m) letters of compliance from Tenant’s engineers stating that the engineers have inspected the Tenant Improvements and that they comply with the engineers’ drawings and specifications; (n) a copy of the recorded Notice of Completion; and (o) a final list of all contractors/vendors/consultants retained by Tenant in connection with the Tenant Improvements and any other improvements in the Premises pursuant to this Section 8.6, which final list shall set forth the full legal name, address, contact name (with telephone/fax/e mail addresses) and the total price paid by Tenant for goods and services to each of such contractors/vendors/consultants; provided that Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in the Building. Landlord shall be in have no obligation to disburse any portion of the same ratio Tenant Improvement Allowance with respect to any Tenant Improvements that are performed after the amount properly requisitioned expiration of the TI Allowance Period, and any such unused amounts of the Tenant Improvement Allowance as of the end of the TI Allowance bears Period shall revert to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLandlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Subject The Landlord shall provide to the terms Tenant an allowance equal to Fifteen Dollars ($15.00) per square foot of this Section 38 set forth below, there shall be paid by the Landlord as Rentable Area of the Landlord’s contribution toward Tenant’s Initial Alterations, Leased Premises (the sum (“Leasehold Improvement Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in constructing the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of Work. The Tenant will be permitted to allocate the Qualified Costs (hereinafter defined) Leasehold Improvement Allowance to costs relating but not limited to: construction, moving costs, project management, legal fees, phone and data cabling. At the Tenant’s one time election, such election to be incurred exercised by Tenant in connection with its move written notice to and the construction of Initial Alterations in Landlord prior to the Premises. Installments of Commencement Date, the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate Landlord will increase the amount of the Allowance, shall be paid Leasehold Improvement Allowance up to Tenant an additional Thirty-Five Dollars (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order $35.00) per square foot of the contractor that performed Rentable Area of the work set forth in Premises (the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services ContractsAdditional Allowance”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change ordersadditional amount, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and would be paid as part of and in the requisition for final disbursement same manner as the Leasehold Improvement Allowance and amortized over the last ten (10) years of the Allowance for hard construction costsinitial eleven (11) year Term of this Lease, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans such amortization to commence on the first anniversary of the AlterationsCommencement Date, and at a rate of eight percent (5) 8%), which additional amount shall be re-paid by the certification of Tenant’s architect Tenant to the Landlord that, based on on-site observation and the data comprising the application for disbursement, as additional Base Rental in addition to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated amounts set out in the application, the quality Section 2.3 of the Alterations is in accordance with the construction contract documents this Lease (Base Rental) and the contractor is entitled to; payment Section 2.3 of the amount certified in the applicationthis Lease shall be amended accordingly. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled entitled, at any time during the Term, to payments with respect pay to any requisition in accordance with the terms hereof except that each individual disbursement Landlord all of (and not part of) the then current unamortized portion of the Additional Allowance (an “Allowance Repayment”). Upon receipt by the Landlord of the Allowance Repayment, the Base Rental payable by Landlord the Tenant during the balance of the Term shall be amended accordingly to reflect such Allowance Repayment. At the option of either party the parties hereto shall enter into a lease amending agreement from time to time to reflect any changes in the same ratio Base Rental pursuant to this paragraph in a form acceptable to the amount properly requisitioned as parties hereto, all parties acting reasonably. The Leasehold Improvement Allowance and any Additional Allowance shall be payable only after the Allowance bears to occurrence or completion of all of the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfollowing:

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $2,364,672.00 (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials, if any, but with respect to removal and remediation of any requisition such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in accordance the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the terms hereof General Contractor, as approved by Tenant (not to be unreasonably withheld), except that each individual disbursement for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of Bayside Acquisition, LLC EXHIBIT B [Britannia Life Science Center] construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs, and (j) costs due to compliance with any soil management plan for the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedProject or its appendices

Tenant Improvement Allowance. Subject to the terms Commencing as of this Section 38 set forth belowJanuary 1, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance2011, Tenant shall be entitled to payments use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedthereto.

Tenant Improvement Allowance. A. Subject to Tenant’s compliance with the terms provisions of this Section 38 set forth belowExhibit, there Landlord shall provide an allowance for the planning, designing, obtaining approvals of, permitting, and construction of the Tenant Improvements to be paid by performed in the Landlord Premises, as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet described in the Initial PremisesPlans and the Approved Final Drawings, in the amount of Six Hundred Seventy Thousand 00/100 Dollars ($670,000.00) (the “Tenant Improvement Allowance”). Tenant shall submit not be entitled to any credit, abatement or payment from Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate that the amount of the Allowance, Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be paid used for costs and expenses relating to Tenant (or, at Landlord’s option if tenant improvements typically installed by Landlord reasonably determines in buildings similar to that Tenant is not paying its contractors of which the Premises are located which are generic in nature and such failure to pay may give rise to that will likely be used by a lien against the Building, to the order subsequent tenant for normal use of the contractor that performed the work set forth in the respective invoices) orPremises (referred to herein as “Generic Improvements”). For example, at Tenant’s option Generic Improvements would include items such as new or relocated office demising walls and Building Standard electrical, plumbing and mechanical fixtures, equipment and distribution and telecommunications and network installations useable by any subsequent tenant, while items such as lab equipment and cabling and piping specific to Tenant’s contractors, with respect business operations would not be considered Generic Improvements. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs. Landlord shall have no obligation to Qualified Costs theretofore incurred by Tenant (and not theretofore paid pay to Tenant all or which were Tenant’s responsibility as set forth in this Article 38) for which any portion of the Tenant has submitted Improvement Allowance unless Tenant timely complies with all time requirements hereunder and such that all work is completed and the Tenant [UNREADABLE] Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of the Tenant Improvements (the “Tenant Improvement Costs”), including a requisition consisting of, (i) construction management fee payable to Landlord in the case amount of other than costs incurred under architectural and engineering contracts three percent (collectively 3%) of the Tenant Improvement Allowance (the “Professional Services ContractsCM Fee”) or under construction contracts, such as furniture or moving or professional fees that are contracted ). The Tenant Improvement Allowance shall be the maximum contribution by Landlord for by the Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoicesImprovement Costs, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Tenant Improvement Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect is subject to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedcontained hereinbelow.

Tenant Improvement Allowance. Subject In addition to the terms turn-key preparation of this Section 38 set forth below, there shall be paid by the Landlord Work, an amount not to exceed $410,670.00 may be applied by Tenant for various expenses as provided in Section 1.07 of the Landlord’s contribution toward Tenant’s Initial AlterationsLease. As applicable, Tenant acknowledges that any request for payment of the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit Improvement Allowance must be delivered to Landlord Tenanttogether with executed lien waivers, contractor’s good faith estimate (“Qualified Cost Estimate”) of statements and/or invoices and owner’s statements covering the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement reimbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is then being requested and any other statements documents reasonably requested by Landlord as evidence that the work and/or equipment has been completed and forms required for compliance with the mechanics’ lien laws paid for, and Landlord shall thereafter disburse such portion of the Commonwealth remaining Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be entitled to any remaining portion of the un-disbursed Improvement Allowance to the extent Tenant does not request the same prior to the expiration of the eighteenth (18th) Lease Month. EXHIBIT C-1 Those certain plans dated June 5, 2009, revised June 12, 2009, prepared by Xxxxx Xxxxxx Associates, Inc., entitled Tenant Improvements for BitStream Inc., 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts, together with invoices . Execution Version EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date Tenant Address Re: Commencement Letter with respect to such Qualified Costs and such other supporting data that certain Lease dated as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done 22nd day of June, 2009, by and a good faith estimate between Normandy Xxxxxxxxx Road, LLC, as Landlord, and Bitstream Inc., as Tenant, for 27,378 rentable square feet on the second floor of the cost to complete the Initial Alterations to the PremisesBuilding located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord withDear : (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in In accordance with the terms hereof except that each individual disbursement and conditions of the Allowance by Landlord shall be in above referenced Lease, Tenant accepts possession of the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedPremises and agrees:

Tenant Improvement Allowance. Subject Landlord will not charge Tenant for a construction management fee with respect to the terms Improvements. Landlord will provide Tenant an allowance of this Section 38 set forth below, there shall be paid by up to One Hundred Twenty Three Thousand Six Hundred Ninety and 00/100 Dollars ($123,690.00) (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“First Floor Tenant Improvement Allowance”) of (which is equal to Thirty Dollars ($7,191,555.84, based upon a contribution of $68.04 30.00) per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined4,123 square foot area now known as the library and file room) to be incurred by Tenant in connection with its move to and towards the construction of Initial Alterations in the Premises. Installments cost of the Allowance shall be payable in accordance with Improvements pursuant to the procedures set forth belowFirst Floor Plans. Installments Additionally, Landlord will provide Tenant an allowance sufficient to accomplish the build-out, painting and carpeting of the Allowance, which shall in no event exceed in the aggregate the amount second floor portion of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, Demised Premises pursuant to the order of the contractor that performed the work set forth Second Floor Plans as identified in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: Paragraph (1) general contractor above with building-standard materials and architect’s completion affidavits, finishes (2the “Second Floor Tenant Improvement Allowance”) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans toward the cost of the Alterations, and (5) the certification of Tenant’s architect Improvements pursuant to the Landlord that, based on on-site observation Second Floor Plans. The First Floor Tenant Improvement Allowance and the data comprising Second Floor Tenant Improvement Allowance are hereinafter collectively referred to as the application for disbursement, to “Tenant Improvement Allowance”). In the best event that the cost and expense of constructing the architect’s knowledge, information and belief, Improvements is less than the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, then Tenant shall be entitled to a credit equal to the unused portion of the Tenant Improvement Allowance against the next-due monthly Base Rent, and, if applicable, against any payments of monthly Base Rent due thereafter until such unused portion is exhausted. Tenant shall be responsible for all costs and expenses of the Improvements (except as otherwise stated in Paragraph 6 below) that exceed the Tenant Improvement Allowance. Tenant shall be responsible for paying any excess with respect to any requisition in accordance with the terms hereof except that each individual disbursement first floor portion of the Allowance by Landlord Demised Premises directly to Tenant’s Contractor. Any excess with respect to the second floor portion of the Demised Premises shall be in the same ratio deemed to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate be additional rent and shall be payable within fifteen (hereinafter defined). “Adjusted15) days of receipt of an invoice therefor from Landlord.

Tenant Improvement Allowance. Subject to Provided that Tenant is not in default under the terms of this Section 38 set forth belowLease beyond any applicable notice and cure period, there Landlord shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) provide a tenant improvement allowance of $7,191,555.84, based upon a contribution of $68.04 35.00 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate Expansion Premises (“Qualified Cost Estimate”$635,215.00) of for the Qualified Costs (hereinafter defined) to be hard and soft costs incurred by Tenant in connection with its move to and the construction of Initial Alterations Tenant's Work in the Expansion Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed plus $5.00 per rentable square feet in the aggregate Current Premises($ 183,925.00) for the hard and soft costs incurred in connection with Tenant 's Work in the Current Premises (the "TI Allowance"). The term "Tenant's Work" is defined in Exhibit B (Work Letter). The TI Allowance is applicable to sales tax, design costs, permitting costs, and a construction supervision fee payable to Landlord's agent (in the amount of the Allowance$150/hour, shall be paid not to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant exceed 15 hours/week) but is not paying its contractors and such failure applicable to pay may give rise to a lien against the Buildingcabling, to the order of the contractor that performed the work set forth in the respective invoices) ortelecommunications, at Tenant’s option to Tenant’s contractorsfixturing, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture equipment or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premisescosts. Upon completion of the Initial Alterations, Tenant's Work and as part issuance of the requisition permanent certificate of occupancy for final disbursement of the Allowance for hard construction costsExpansion Premises (the "CofO"), Tenant shall furnish provide to Landlord with: (1) general documentation satisfactory to Landlord of the costs of Tenant's Work along with copies of lien releases from Tenant's contractor and architect’s completion affidavits, (2) full all subcontractors or material men providing work or materials and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans detailed breakdowns of the Alterations, cost incurred by Tenant 5 /s/ CL for Landlord's cost segregation and (5) depreciation purposes. Landlord shall reimburse Tenant for the certification cost of Tenant’s architect 's Work up to the Landlord that, based on on-site observation TI Allowance and the data comprising the application for disbursement, to the best Additional Allowance within 30 days after receipt of the architect’s knowledge, information foregoing and belief, the Alterations have progressed as indicated in the application, the quality issuance of the Alterations is in accordance with the construction contract documents CofO. The TI Allowance and the contractor is entitled to; payment Additional Allowance shall each be available for draw until March 1, 2021 only and no disbursements will be available thereafter. Any unused portion of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant TI Allowance and/or Additional Allowance shall be entitled retained by the Landlord and shall not be either refunded to payments with respect to Tenant or available as a credit against any requisition in accordance with obligations of Tenant under the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease.

Tenant Improvement Allowance. Subject It is agreed and understood that pursuant to the terms of this Section 38 set forth below, there shall be paid by the Original Lease Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon previously provided Tenant a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant Improvement Allowance in connection with its move to and the construction of Initial Alterations Tenant Improvements within the Building, including within the Leased Premises, in the Premises. Installments amount of One Million Five Hundred and Fifteen Thousand Seven Hundred and Forty and 72/00 Dollars (the “Tenant Improvement Allowance”), receipt and sufficiency of which is hereby acknowledged by Tenant, used by Tenant for space planning, preparation of the Allowance shall be payable Tenant Improvement Plans (as described below), architectural and engineering services related to the Tenant Improvement Plans, permitting required in accordance connection with the procedures set forth below. Installments Tenant Improvement Plans, leasehold improvements (including modifications to the existing building specifications required as a result of the Tenant Improvement Plans), Tenant’s building signage, and other costs incurred by Landlord in connection with the Tenant Improvement Plans or construction of the Tenant’s Improvements. Accordingly, Landlord shall not provide any additional allowance for improvements or alterations to the Leased Premises in connection with this Lease. In the event of Tenant’s full and faithful compliance with each and every term and condition of this Lease the Landlord shall not be entitled to any return of the Tenant Improvement Allowance, which shall in no event exceed however in the aggregate event of Tenant’s abandonment of the Leased Premises or Tenant’s Default hereunder resulting in Tenant being evicted from the Leased Premises (as evidenced by court order or Landlord’s Notice of Default and Termination as provided for herein) within five (5) years of the Lease Commencement Date Landlord shall, among other remedies provided for in this Lease, be entitled to the full and immediate repayment of the Tenant Improvement Allowance which Tenant shall repay to Landlord upon demand therefore. However, it is agreed and understood that the amount of the AllowanceTenant Improvement Allowance that Tenant shall be required to repay to Landlord, as required by this provision, shall be paid to Tenant reduced by one hundred and fifty thousand dollars (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order $150,000.00) on each anniversary of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease Commencement Date hereunder.

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $145 per RSF of the Landlord as Premises (i.e. $5,525,805.00 (the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any EXHIBIT B moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect to removal and remediation of any requisition such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in accordance the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the final contract amount in the contract with the terms hereof General Contractor, as approved by Xxxxxx (not to be unreasonably withheld), except that each individual disbursement of the Allowance for increases set forth in approved change orders; and (d) wages, labor and overhead for overtime and premium time unless approved by Landlord Tenant (which approval shall not be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter definedunreasonably withheld, conditioned or delayed). “Adjusted;.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a one-time tenant improvement allowance (the "Tenant Improvement Allowance"), in the amount set forth in Section 5 of the Summary, for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance and "Landlord's Drawing Contribution," as that term is defined in Section 3.1, below. In the event that the Tenant Improvement Allowance is not fully disbursed by Landlord to, or on behalf of, Tenant on or before the date which is one (1) year following the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the requirement that any requisition in accordance with cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms hereof except that each individual disbursement of the Allowance Lease; provided, however, Landlord may, by Landlord shall be in the same ratio written notice to Tenant prior to the amount properly requisitioned as end of the Allowance bears Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedPremises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements.

Tenant Improvement Allowance. Subject to the terms and conditions ---------------------------- of this Xxxxxxxxx 0, Xxxxxxxx shall pay on behalf of Tenant up to a maximum amount of Eight Hundred Five Thousand Thirty-Five and No/100 Dollars ($805,035.00) (or a maximum of $35.00 per rentable square foot of Premises) for the construction of Tenant Improvements in the Premises (the "Tenant Improvement Allowance"), including without limitation, all architectural and engineering fees incurred in connection therewith, project and construction management fees, real property improvements, and all sums payable to Landlord as provided in Paragraph 4 below. The Tenant Improvement Allowance shall not be used for any equipment or furniture purchases, ________ expenses, or the installation of a security system. The Tenant Improvement Allowance __________ be paid as follows: upon the presentation of invoices to Landlord from Tenant or the person performing the work or rendering the services or providing the materials and such supporting documentation _________ Landlord may reasonably require, including, without limitation, identification of the work completed and/or material supplied, mechanic lien releases and certificates of payment issued by the Tenant's Architect and Tenant's designated representative, Landlord shall pay such invoices on or before the fifteenth (15th) day of the following month to the person performing the work or rendering the services or providing the materials. Notwithstanding anything to the contrary contained herein or in the Lease, the obligation of Landlord to make any one or more payments pursuant to the provisions of this Paragraph 3 shall be suspended without further act of the parties during any such time as there exists a material default under the Lease. The Tenant Improvement Allowance must be utilized by Tenant, if at all, prior to that date which is seven (7) months after the Effective Date. As of such date, Tenant shall forfeit any remaining balance of the Tenant Improvement Allowance that Tenant has not utilized pursuant to the terms of this Section 38 set forth below, there Exhibit C. Tenant --------- shall be paid by bear the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) cost of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. any and all Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, Improvements to the order of the contractor that performed the work set forth Premises in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by exces__________ Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Improvement Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted.

Tenant Improvement Allowance. Subject Prior to the Commencement Date and during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements in the Premises (the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of this Section 38 set forth belowthe Allowance (as hereinafter defined)), there prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be paid by the Landlord as the subject to Landlord’s contribution toward prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant’s Initial Alterations, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the sum Premises (the “Allowance”) toward only the following costs: (i) any cost of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in installing the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (Improvements on an “Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable as completed” basis which is performed in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors Plans and such failure to pay may give rise to a lien against the Building, related to the order work to be done for the purpose of preparing the contractor that performed the work set forth in the respective invoices) or, at Premises for Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (occupancy and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoicesuse, (ii) in the case cost of Professional Services Contractspreparing the Plans, invoices(iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (iiiv) in a construction management fee equal to four percent (4.0%) of the case total cost of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in constructing the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is Tenant Improvements to be made paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement portion of the Allowance for hard costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction costsmanagement fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall furnish be responsible for promptly paying such increased costs within thirty (30) days after Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationdemands same. Notwithstanding the foregoing, if any change order(s) requested by Tenant which will result in an increase in the Qualified Cost Estimate exceeds cost of the Allowanceconstruction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall be entitled have the right to payments with respect to apply any requisition in accordance with the terms hereof except that each individual disbursement unused portion of the Allowance by Landlord (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedretained by Landlord.

Tenant Improvement Allowance. Subject Landlord agrees to provide Tenant an allowance (the terms "Tenant Improvement Allowance") in an amount not to exceed $461,188.00 which amount represents $28.00 per Rentable Square Foot less the square footage attributable to (i) the restrooms; (ii) janitor's closet; (iii) telephone and electric rooms; and (iv) Tenant's share of the ground floor lobby. Landlord also agrees to provide Tenant with an additional allowance toward the cost of the Tenant Improvements of up to $8.00 per Rentable Square Foot of space in the Premises, at Tenant's option ("Additional Tenant Improvement Allowance"), provided that (a) Tenant gives Landlord written notice of its intention to exercise its option to utilize the Additional Tenant Improvement Allowance within thirty (30) days after the execution of this Section 38 set forth belowLease, there and (b) such Additional Tenant Improvement Allowance shall be paid by amortized over the Lease Term and shall result in an increase of Monthly Base Rent of $.02 per Rentable Square Foot of space in the Premises for each $l.00 per Rentable Square Feet of Additional Tenant Improvement Allowance for which Tenant exercises its option. The Tenant Improvement Allowance and Additional Tenant Improvement Allowance shall be applied towards, without limitation, any and all costs of construction, city permits, space planning, working drawings, engineering and the cost of Landlord's overhead. Landlord agrees that the Contractor shall not be entitled to general conditions as part of the costs to construct the Tenant Improvements, as the Landlord’s contribution toward Tenant’s Initial Alterations, Contractor is already on the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial PremisesProject site performing construction. Tenant Landlord shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) , prior to commencement to construction of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments Improvements, a detailed written estimate of the Allowance shall be payable total cost to construct the Tenant Improvements in accordance with the procedures set forth belowPlans and Specifications ("Work Cost Estimate"). Installments Tenant shall approve or disapprove of the Work Cost Estimate within five (5) business days after receipt thereof from Landlord. The failure of Tenant to timely deliver notice of disapproval shall be deemed to be Tenant's approval of the Work Cost Estimate. If Tenant timely reasonably disapproves the Work Cost Estimate, Tenant shall immediately notify Landlord of such disapproval and the specific bases for such disapproval within such five (5) business day period and the parties shall immediately meet in order to revise the Plans and Specifications so that the Work Cost Estimate can he adjusted to an amount which is acceptable to Tenant. The amount by which the costs to construct the Tenant Improvements exceed the Tenant Improvement Allowance, which shall in no event exceed in the aggregate the amount of the or Tenant Improvement Allowance plus Additional Tenant Improvement Allowance, if Tenant exercises its option for same, shall be paid defined as the "Tenant Extra Cost" and shall be the sole responsibility of Tenant. Tenant shall pay to Landlord, within five (5) business days of Landlord's written request therefor, the total amount payable by Tenant (or, at Landlord’s option if Landlord reasonably determines that for the Tenant is not paying its contractors and such failure to pay may give rise to a lien against Extra Cost. Any savings achieved during the Building, to the order construction of the contractor that performed Tenant Improvements shall be applied first to reduce the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoicesExtra Cost, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as excess Tenant Extra Cost held by Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon at completion of the Initial AlterationsTenant Improvements shall be refunded to Tenant. Neither the Tenant Improvement Allowance nor the Additional Tenant Improvement Allowance will be applied to Tenant's furniture, trade fixtures, and as part of the requisition for final disbursement of the Allowance for hard construction personal property, moving costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of or Tenant's obligations under the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease.

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $145 per RSF of the Landlord as Premises (i.e. $5,525,805.00 (the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any EXHIBIT B 5 moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect to removal and remediation of any requisition such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in accordance the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the final contract amount in the contract with the terms hereof General Contractor, as approved by Xxxxxx (not to be unreasonably withheld), except that each individual disbursement of the Allowance for increases set forth in approved change orders; and (d) wages, labor and overhead for overtime and premium time unless approved by Landlord Tenant (which approval shall not be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter definedunreasonably withheld, conditioned or delayed). “Adjusted;.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a one-time tenant improvement allowance in an amount equal to Two Hundred Forty-Nine Thousand Six Hundred Twenty and 00/100 Dollars ($249,620.00) for costs and fees related to the design and construction of tenant improvements to the Expansion Premises (the “Tenant Improvement Allowance”); provided, however, that the Tenant Improvement Allowance may be used for multiple projects but must be disbursed in accordance with the terms of this Section 38 set forth below, there 9(a) no later than the last day of the eighteenth (18th) month following the Expansion Premises Commencement Date. The construction of any tenant improvements by Landlord shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement and conditions of Section 10 of the Lease and this Section 9(a). Upon Tenant’s request that Landlord perform any tenant improvements, Landlord shall prepare a construction schedule that is reasonably acceptable by both parties and Landlord shall use diligent efforts to perform the tenant improvements in accordance with such schedule. In connection with construction of the tenant improvements by Landlord, Landlord shall contract with a general contractor selected from a list of competitive bidders who are subject to the reasonable approval of Tenant pursuant to a guaranteed maximum price contract in an amount reasonably approved by Tenant, for the performance of the tenant improvements under the direct supervision of Xxxxxxx Properties, Inc. as construction manager, at a fee equal to five percent (5%) of hard construction costs (scope of work to include coordination of architect, engineer, design/build subcontractors, general contractor, submittals for permits, construction and punch list) as a cost of the tenant improvements. The Tenant Improvement Allowance shall be disbursed by Landlord directly to the applicable design professional, contractor, materialman or other laborer in connection with the construction of such tenant improvements. Tenant shall be liable for all fees and costs of the design and construction of any tenant improvements in excess of the Tenant Improvement Allowance once the Tenant Improvement Allowance has been disbursed (such difference referred to herein as the “Tenant Improvement Shortfall”). Tenant shall pay the Tenant Improvement Shortfall upon written request from Landlord accompanied by invoices reflecting such amounts due within thirty (30) days following Tenant’s receipt of such payment request. Any tenant improvements constructed by Landlord shall be in accordance with the same ratio terms and procedure set forth in the first paragraph of Section 5.2 (except that references therein to the amount properly requisitioned as Preliminary Plans shall be preliminary plans provided by Tenant and the Allowance bears to the Adjusted Qualified Final Cost Estimate shall be to a cost estimate provided by Landlord based on the Final Plans) and Section 5.3 of the Lease; provided, however, that Landlord shall have no obligation to deliver the Expansion Premises with any tenant improvements completed by the Expansion Premises Commencement Date. Tenant shall have no obligation to remove any such tenant improvements from the Premises upon the termination of the Lease unless (hereinafter defined). “Adjusteda) such improvements are inconsistent with a normal office or laboratory build-out and (b) Landlord notifies Tenant in writing at the time it delivers to Tenant the final plans for such improvements that such improvements need to be restored.

Tenant Improvement Allowance. Subject to Upon completion of all or a portion of the terms Tenant Improvements, Tenant may make one or more requests in writing for a disbursement of this Section 38 set forth belowa portion of the Tenant Improvement Allowance (which disbursement requests may not be made more frequently than monthly and may not be made for a disbursement request of less than $50,000 per request, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterationsexcluding, however, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) final disbursement of the Qualified Costs Tenant Improvement Allowance). Each disbursement request shall include (hereinafter defineda) to be a reasonably detailed description of the completed portion of the Tenant Improvements, (b) the total cost of the completed Tenant Improvements, and (c) copies of paid invoices evidencing the actual, out-of-pocket expenses incurred by Tenant in connection with for the completed Tenant Improvements. For thirty (30) days after receipt of Tenant’s request for disbursement, Landlord shall have the right to review such submission and have its move to building supervisor or property manager inspect the Property and verify that the construction of Initial Alterations in the Premises. Installments portion of the Tenant Improvements for which a portion of the Tenant Improvement Allowance shall be payable is then requested have been completed in accordance with the procedures set forth belowTenant’s Plans, as approved by Landlord, and this Exhibit “B”. Installments It shall be a condition precedent to any disbursement of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines Improvement Allowance that Tenant is not paying its contractors and such failure shall have furnished to pay may give rise to a Landlord executed unconditional partial or final mechanics lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at releases from Tenant’s option to Tenant’s contractors, Contractors and all other parties (if any) who performed such work in connection with respect to Qualified Costs theretofore incurred by the applicable portion of Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility Improvements as set forth in Section 3(g) of this Article 38) for which Exhibit “B”. Subject to such review, inspection and the conditions set forth in this Exhibit “B”, Landlord shall disburse to Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part portion of the construction contract; Tenant Improvement Allowance requested within forty-five (b45) a certification from an AIA architect substantially in days after the form date of the ArchitectTenant’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a written request therefor. Any request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement Improvement Allowance shall be made by Tenant within twenty four (24) months of the work done and a good faith estimate date of the cost Amendment, which twenty four (24) month period may be reasonably extended due to Force Majeure Delays, as defined below (“TI Deadline”). In the event that Tenant fails to complete the Initial Alterations Tenant Improvements and properly request the Tenant Improvement Allowance on or prior to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costsTI Deadline, Tenant shall furnish Landlord with: (1) general contractor be deemed to have forfeited any and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) asright to receive any then-built plans undisbursed portion of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationTenant Improvement Allowance. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant in no event shall Landlord be entitled required to payments with respect to pay any requisition in accordance with the terms hereof except that each individual disbursement portion of the Tenant Improvement Allowance at any time during which default by Tenant has occurred under this Lease and remains outstanding. For purposes of this Work Letter, “Force Majeure Delay(s)” shall include, without limitation, strikes, lockouts or labor disputes, inability to obtain labor or materials or reasonable substitutes therefor, unusual weather conditions, acts of God or the public enemy, acts of terrorism, condemnation, civil commotion, fire of other casualty, shortage of fuel, willful or negligent action or omission of a Landlord shall be in Party, action or nonaction of public utilities or of local, state or federal governments or authorities affecting the same ratio Tenant Improvements or the ability to obtain permits or entitlements, or any other events, acts or conditions which are beyond the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedreasonable control of Tenant.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a tenant improvement allowance (the "Tenant Improvement Allowance") in the total amount of up to, but not exceeding $31.25 per rentable square foot of the Premises (including the Initial Premises and any Must-Take Space added to the Premises during the initial ten (10) years of the Term), for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the applicable Commencement Date for the applicable portion of the Premises (as applicable with respect to any requisition in accordance with the terms hereof except that each individual disbursement portion of the Premises, the "Outside Allowance by Landlord Date"); the Outside Allowance Date shall be delayed, on a day for day basis, for each day that the design or construction of the Tenant Improvements within such portion of the Premises is delayed due to Force Majeure Events or Landlord Delay. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below). In no event shall the Tenant Improvement Allowance be used for purposes of constructing improvements in the same ratio to Premises for purposes of offering space for sublease or for the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedbenefit of a subtenant.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a tenant improvement allowance (the “Tenant Improvement Allowance”) in the total amount of Four Million Eight Hundred Twenty Thousand Seven Hundred Sixty and No/100 Dollars ($4,820,760.00) (calculated based upon Forty-Two and No/100 Dollars ($42.00) per rentable square foot of the Premises) for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”). Notwithstanding anything to the contrary herein, the Tenant Improvement allowance may be used by Tenant in conjunction with the initial design and construction of the Tenant Improvements relating to both the Initial Premises and the Additional Premises. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. All Tenant Improvements which are paid for, in whole or in part, with the Tenant Improvement Allowance shall be deemed Landlord’s property under the terms of the Lease. With respect to any portion of the Tenant Improvement Allowance which is not disbursed by Landlord in connection with the construction of the Initial Premises, Landlord agrees and acknowledges that (i) any such amount shall be disbursed relating to the construction of the Additional Premises, and (ii) that the Additional Premises Commencement Date is not anticipated to occur until approximately the second (2nd) anniversary of the Commencement Date of this Lease. In addition, Landlord hereby acknowledges and agrees that Landlord’s failure to disburse the Tenant Improvement Allowance with respect to any requisition in accordance with the terms hereof except that each individual disbursement Additional Premises pursuant to the TCCs of this Tenant Work Letter shall (following the applicable notice and cure periods set forth therein) constitute a Landlord default pursuant to the TCCs of Section 19.6 of the Allowance by Landlord Lease, subject to, among other things, the Tenant’s offset rights contained therein; provided, however, Tenant’s application of such offset shall not be in the same ratio pre-conditioned upon receipt of an award from a court or arbitrator otherwise required pursuant to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedsuch Section 19.6.

Tenant Improvement Allowance. Subject to Landlord and Tenant hereby acknowledge ---------------------------- and agree that the terms of this Tenant Improvement Costs (defined in Section 38 set forth 9 below, there shall be paid by ) for the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of Section 4 above, will be determined at a later date (the "Estimated TI Costs"). If the actual Tenant Improvement ------------------ Costs varies from the initial estimate by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below); (c) Tenant to provide to Landlord evidence satisfactory to Landlord, in its reasonable discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as reasonably determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord's contribution of the Tenant Improvement Allowance (defined in Section 10 below); provided, however, in no event or circumstance shall the Tenant Improvement Costs exceed the maximum amount of seven hundred sixty-nine thousand four hundred forty and 00/100 dollars ($68.04 769,440.00), which amount is based on the amount of thirty and 00/100 dollars ($30.00) per rentable square foot for 105,696 rentable 25,648 square feet of the Premises which is to be improved, as described in the Initial Plans. Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of six hundred forty-one thousand two hundred and 00/100 dollars ($641,200.00) (the "Tenant Improvement Allowance") based upon an allowance of twenty-five and 00/100 dollars ($25.00) per rentable square foot for 25,648 square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall submit not be entitled to any credit, abatement or payment from Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate that the amount of the Allowance, Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. The Tenant Improvement Allowance shall be paid to the maximum contribution by Landlord for the Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors Improvement Costs and such failure to pay may give rise to a lien against the Building, shall be subject to the order provisions of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedSection 10 below.

Tenant Improvement Allowance. Subject Sublessor shall, at its sole cost, expense and discretion, pay all costs to construct any fire corridors on the ground floor of Building 6 required for exiting Building 6. In addition, Sublessor shall provide Sublessee with a tenant improvement allowance of up to and in no event greater than $25.00 per rentable square foot or $794,150.00 for the second floor space and $30.—per rentable square foot or $64,740.00 for the first floor space for a total of $858,190 (the “Allowance”) the final “Allowance” of which will be determined using the rentable square footage as described in paragraph B of the Recitals. In addition, Sublessor shall pay Sublessee a moving allowance equal to $1.00 per rentable square foot or $33,924.00 (“Moving Allowance”) expendable for costs and expenses relating to the terms relocation of this Section 38 set forth belowSublessee’s business (including, there but not limited to, costs of moving Sublessee’s fixtures, furniture, equipment and general moving related expenses) from its current space to the Premises. The Moving Allowance shall be paid by Sublessor to Sublessee upon Sublessor’s receipt of Sublessee’s written demand therefor, accompanied by, as applicable, invoices documenting and evidencing such moving related costs and expenses. The Allowance may be used for but not limited to the Landlord as cost of preparing design and construction documents and mechanical and electrical plans for tenant improvements for the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot Sublet Premises and for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant both hard and soft costs in connection with its move to and the construction of Initial Alterations in the Premisessuch tenant improvements. Installments of the Allowance The Allowance, less a 10% retainage (which retainage shall be payable in accordance with the procedures set forth below. Installments as part of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowancefinal draw), shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the general contractor that performed performs, or architect who designs, the work set forth tenant improvements, in periodic disbursements within thirty (30) days after receipt of the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, following documentation: (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contracttherein; (bii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (ciii) contractorContractor’s, project managers subcontractor’s and subcontractormaterial supplier’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts tenant improvements for which disbursement is being requested and any all other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusettsstate in which the Sublet Premises is located, together with invoices with respect to all such Qualified Costs and such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee Sublessor may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being madetenant improvements; (v) plans and specifications for the tenant improvements, together with a certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the Project or Sublet Premises; (vi) copies of all construction contracts for the such Alterationstenant improvements, together with copies of all change orders, if any; and (iiivii) a request to disburse from Tenant Sublessee containing an acknowledgement approval by Tenant Sublessee of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premisestenant improvements. Upon completion of the Initial Alterationstenant improvements, and as part of the requisition for prior to final disbursement of the Allowance for hard construction costsAllowance, Tenant Sublessee shall furnish Landlord Sublessor with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterationstenant improvements, and (5) the certification of Tenant’s Sublessee and its architect to that the Landlord that, based on on-site observation tenant improvements have been installed in a good and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is workmanlike manner in accordance with the construction contract documents approved plans, and in accordance with applicable laws, codes and ordinances. In no event shall Sublessor be required to disburse the contractor is entitled to; payment of Allowance more than one time per month. If the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds tenant improvements exceed the Allowance, Tenant Sublessee shall be entitled to payments with respect to any requisition the Allowance in accordance with the terms hereof except that hereof, but each individual disbursement of the Allowance by Landlord shall be disbursed in the same ratio to the amount properly requisitioned as proportion that the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined)total cost for the tenant improvements, less the 10% retainage referenced above. “AdjustedNotwithstanding anything herein to the contrary, Sublessor shall not be obligated to disburse any portion of the Allowance during the continuance of Sublessee’s uncured default under this Sublease, and Sublessor’s obligation to disburse shall only resume when and if such default is cured. In no event shall the Allowance be used for rent, operating expenses, relocation costs, the purchase of equipment, furniture or other items of personal property of Sublessee but rather must be used in accordance with the requirements as set forth in the Master Lease. If Sublessee does not submit a request for payment of the entire Allowance to Sublessor in accordance with the provisions contained in this Section by November 1, 2010, any unused portion of the Allowance shall accrue to the sole benefit of Sublessor, it being understood that Sublessee shall not be entitled to any credit, abatement or other concession in connection therewith. Should Sublessor fail to pay over any portion of the Allowance or the Moving Allowance due to Sublessee within the time period set forth herein, then Sublessee may set off such unpaid amounts from its payment of Fixed Rent to Sublessor hereunder, provided that Sublessee has, prior to November 1, 2010, requested such unpaid amounts from Sublessor in accordance with this Section 21. Sublessee shall be responsible for all applicable state sales or use taxes, if any, payable in connection with the tenant improvements and/or Allowance. Furthermore, Sublessee agrees to a full open book process allowing Sublessor or Sublessor’s representative to review construction costs records and schedule to confirm actual construction items and costs as outlined above. There will be no deduction from the Allowance for Sublessee’s construction management fee other than any construction management fee imposed by Prime Lessor in accordance with the Prime Lease. Except for any such Prime Lessor construction management fee, Sublessee shall not be required to pay any construction management fees or other similar fees for the tenant improvements. Notwithstanding the foregoing, Sublessee hereby agrees and acknowledges that all tenant improvements to the Sublet Premises must be approved by Prime Lessor prior to being made as provided in the Prime Lease.

Tenant Improvement Allowance. Subject to the terms of this Section 38 Tenant Improvement Allowance and the Level 400 Lab Space Allowance set forth below, there Tenant shall pay all of the costs and expenses of the Initial Tenant Improvements (which cost shall include, without limitation, the costs of construction, the cost of permits and permit expediting, and all architectural and engineering services obtained by Tenant in connection therewith). Landlord will provide Tenant an allowance (the “Tenant Improvement Allowance”) up to a maximum of Sixty-five and 00/100 Dollars ($65.00) per square foot of Rentable Area of the Premises, not to exceed Two Million Nine Hundred Twenty-three Thousand Six Hundred Thirty-five and 00/100 Dollars ($2,923,635.00). The Tenant Improvement Allowance shall be utilized first for so-called “hard” costs and building improvements to the Premises pursuant to Tenant’s Plans and then for so-called “soft” costs limited to architectural and design costs, construction management fees, reasonable moving costs, and legal fees relating directly to Tenant’s fit-up of and/or move into the Premises, but such “soft” costs shall be limited to as provided in Subsection (c) below. So long as Tenant is not in default of the Lease beyond any applicable notice or cure period, payment of the Tenant Improvement Allowance shall be paid by the Landlord as the Landlord’s contribution toward to Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon requests for payment submitted by Tenant not more often than monthly. Each request for payment shall be accompanied by a contribution written certification satisfactory to Landlord by Tenant’s Architect (or other licensed architect or engineer reasonably approved by Landlord) that all work up to the date of $68.04 per rentable square foot the request for 105,696 rentable square feet payment has been completed, along with the releases (partial or complete) of liens from all of Tenant’s contractors and subcontractors for all work done and materials furnished up to the date of Tenant’s request for payment and Tenant’s final request for payment shall also be accompanied by the applicable items required under Section 8, above, along with any other support documentation Execution reasonably required by Landlord in connection therewith. Upon receipt thereof, Landlord shall pay to Tenant, within thirty (30) days after submission of such items to Landlord, an amount equal to Landlord’s pro-rata share of such request for payment. Landlord’s pro-rata share shall mean the percentage that the sum of the Tenant Improvement Allowance and the Level 400 Lab Space Allowance bears to the total cost of the Initial Premises. Tenant shall submit Improvements (less ten (10%) percent of each payment to be retained by Landlord pending final completion and less fees and expenses, if any, due to Landlord Tenantor its agents relating to such completed work). Landlord’s good faith estimate (“Qualified Cost Estimate”) pro-rata share may be reviewed and recalculated by Landlord from time to time and upon any cumulative upgrade/change orders in and upon such recalculation the necessary credits or payments shall be made by either Landlord or Tenant to bring the amount paid under the Tenant Improvement Allowance and the Level 400 Lab Space Allowance into compliance with the revised pro-rata share. Upon final completion of the Qualified Costs (hereinafter defined) to be incurred Initial Tenant Improvements and receipt by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments Landlord of the Allowance items required under Section 8 above, Landlord shall be payable in accordance with pay to Tenant within thirty (30) days the procedures set forth below. Installments of the remaining Tenant Improvement Allowance, which shall in no event exceed in plus the aggregate retainage (provided, however, that the amount of retainage may not be released by Landlord until the Allowance, shall be paid to Tenant (orpunchlist items have been completed and, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Buildingelection, to the order of the contractor that performed the work set forth in the respective invoicessixty (60) or, at days have elapsed since Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant Contractor has submitted a requisition consisting of, (i) in the case properly recorded its Notice of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially Substantial Completion [in the form attached hereto as Schedule 1] in Middlesex South Registry of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is Deeds in accordance with MGL Ch 254 and has provided Landlord with satisfactory evidence that all subcontractors and vendors have been provided with a copy of the recorded Notice). Any and all costs for the construction contract documents of the Premises above the Tenant Improvement Allowance and the contractor is entitled to; Level 400 Lab Space Allowance shall be paid by Tenant to the applicable contractors, subcontractors, and material suppliers. Landlord reserves the right to make any payment (or portion thereof) of the amount certified in the application. Notwithstanding the foregoingTenant Improvement Allowance payable jointly to Tenant and its general contractor (or subcontractor or supplier) or directly to such contractor, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedsubcontractor or supplier.

Tenant Improvement Allowance. Subject to Tenant shall receive an allowance against the terms cost of this Section 38 set forth belowdesigning, there shall be paid by obtaining permits for, and constructing the Landlord as Tenant Work in the Landlord’s contribution toward Tenant’s Initial Alterations, the sum amount of Thirty-Five Dollars (“Allowance”$35.00) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 contained within the Additional Space (the "Tenant Improvement Allowance"). Tenant, at its option, to be exercised by delivery of written notice to Landlord prior to the Expansion Date, may also receive an additional allowance of Five Dollars ($5.00) per rentable square feet in foot contained within the Initial Premises. Tenant shall submit Additional Space (the "Additional Allowance"), subject to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) the provisions of Paragraph 5 of the Qualified Costs (hereinafter defined) to Amendment. The Tenant Improvement Allowance and Additional Allowance may be incurred by Tenant in connection with its move to and the used for construction of Initial Alterations in the PremisesAdditional Space, space planning, architectural and engineering costs, design fees, construction management fees and permitting fees. Installments of the The Tenant Improvement Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, and Additional Allowance (if applicable) shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that or its designee as the construction of the Tenant is not paying its contractors Work progresses and such failure to pay may give rise to a lien against the Building, in proportion to the order completion of the contractor that performed the work set forth in the respective invoicessuch work, subject to retainage as provided for below. Each payment to Tenant or its designee shall be made within thirty (30) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred days after written request for payment by Tenant (such request not to be made more often than monthly), provided that (a) Landlord's Representative shall have the right to inspect the Tenant Work performed within that period and not theretofore paid Landlord shall have the right to withhold payment for any defective or incomplete work noted, and (b) all progress payments in connection with the Tenant Work shall be subject to a ten percent (10%) retainage by Landlord until fifty (50%) of the Tenant Work has been completed and a five percent (5%) retainage by Landlord until Substantial Completion of the Tenant Work has occurred, provided that there shall be no such retainage for payment of design, engineering or which were Tenant’s responsibility as set forth in this Article 38) permitting expenses. Each request for which Tenant has submitted a requisition consisting of, payment shall be accompanied by (i) a copy of the invoice or paid receipt in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoicespermitting expenses, (ii) the General Contractor's requisition for payment to Tenant in the case of Professional Services Contractsconstruction work, invoicessetting forth in reasonable detail the costs of the Tenant Work incurred to the date of such submission and the amount of those costs paid to date, and (iii) in the case of construction for all costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering other than permitting expenses, mechanics lien waivers duly executed by all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702parties supplying labor, Application and Certificate of Payment; (c) contractor’smaterials, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices or services with respect to such Qualified Costs and such other supporting data as Landlord the Tenant Work, waiving all claims for mechanics' or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown materialmens' liens for each trade all work, materials, or subcontractor performing services furnished to the work included in Qualified Costs Building except for the work, materials, or services which a are the subject of the current request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant payment. All payments of the work done and a good faith estimate of the cost Tenant Improvement Allowance or Additional Allowance made by Landlord to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled deemed to payments with respect have been made in trust, for application only to the Construction Costs. At Landlord's option, all checks may be made jointly payable to Tenant and the General Contractor or other party furnishing labor, materials, or services for the Tenant Work, as the case may be. The costs subject to payment from the Tenant Improvement Allowance and Additional Allowance (if applicable) shall not include any requisition in accordance with the terms hereof except that each individual disbursement interest or other costs of financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant. Landlord shall not be bound to pay any invoices beyond amount of the Tenant Improvement Allowance and Additional Allowance (if applicable). Upon Substantial Completion of the Tenant Work and provided that no Event of Default exists under the Lease (and no event has occurred and is continuing which would constitute an Event of Default upon the giving of notice or the passage of time), the retainage held back by Landlord from the Tenant Improvement Allowance and Additional Allowance (if applicable) shall be in paid to Tenant and if the same ratio total Construction Costs are less than the Tenant Improvement Allowance, the balance of the Tenant Improvement Allowance shall be credited by Landlord to the amount properly requisitioned as first installment or installments of Basic Rent coming due under the Amendment until the Tenant Improvement Allowance bears is exhausted. If the total costs of the Tenant Work are in excess of the Tenant Improvement Allowance and Additional Allowance (if applicable), the excess costs shall be borne solely by Tenant. Landlord agrees to waive any management, supervisory or inspection fees relating to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Work.

Tenant Improvement Allowance. Subject Landlord shall make available to Tenant a tenant improvement allowance of up to $45,000 (the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“TI Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations fixed and permanent improvements in the Premises. Installments of the Allowance Expansion Premises desired by and performed by Tenant (subject to Landlord’s supervision) and which improvements shall be payable of a fixed and permanent nature (the “Expansion Improvements”). Tenant acknowledges that (i) Landlord’s prior written consent shall be required with respect to the Expansion Improvements (which consent shall be granted or withheld in accordance with the procedures set forth below. Installments standards established in Section 12 of the AllowanceLease), which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in upon the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part expiration of the construction contract; (b) a certification from an AIA architect substantially in the form Term of the Architect’s Certificate for Payment which is located on AIA Document G702Lease, Application the Expansion Improvements shall become the property of Landlord and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts not be removed by Tenant. Except for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the TI Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement solely responsible for all of the Allowance by costs of the Expansion Improvements. The Expansion Improvements shall be treated as Alterations and shall be undertaken pursuant to Section 12 of the Lease. Landlord shall be have the right to approve the contractor for the Expansion Improvements. Landlord shall not unreasonably delay its approval of such contractor. Landlord shall fund the TI Allowance upon completion of the Expansion Improvements and upon presentation to Landlord of a draw request containing unconditional lien waivers and such other documents as are customary for construction projects in the same ratio Mountain View area. Promptly following completion of the Expansion Improvements and prior to funding by Landlord, Tenant shall provide to Landlord: (i) sworn statements setting forth the amount properly requisitioned names of all contractors and subcontractors who did work on the Expansion Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedExpansion Improvements.

Tenant Improvement Allowance. Subject to the terms Landlord shall provide Tenant with an allowance of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum Four Million Five Hundred Thousand and No/100 Dollars (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined4,500,000.00) to be incurred used in connection with alterations and improvements of the Premises to be performed by Tenant, including, without limitation, the buildout of the ninth floor of the Premises and other upgrades to the Premises (collectively, "Tenant's Work"), all in accordance with this Section 12. Any delay caused by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments completion of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which Tenant's Work shall in no event delay the Lease Commencement Date or the payment of Fixed Rent or Additional Rent. So long as Tenant is not in default under the Lease, Landlord, as its sole monetary obligation with respect to the Tenant's Work, shall pay an amount (the "Tenant Improvement Allowance") not to exceed Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00), which shall be payable to Tenant in the aggregate periodic draws, not more often than once per quarter, within ten (15) Business Days after Landlord's receipt of a draw request from Tenant, in form and substance reasonably satisfactory to Landlord, setting forth the amount of the AllowanceTenant Improvement Allowance requested, shall together with such schedules, affidavits, releases, waivers, statements, invoices for costs, bills, and other documents, certificates and information as may be reasonably required by Landlord, including, without limitation: (i) a Contractor's Affidavit of Payment of Debts and Claims (with an attachment list of subcontractors) (AIA Document G706) and other evidence satisfactory to Landlord that all applicable bills have been paid to Tenant Tenant's contractors, subcontractors and professionals; and (orii) a LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Contractor's Affidavit of Release of Liens (AIA Document G706A), at Landlord’s option if Landlord reasonably determines together with appropriate lien waivers from the contractor and all subcontractors; provided however that Tenant is not paying will have the right at its contractors option to submit reasonably comparable substitute documents, as used and approved by The University of Texas System, in place of the named AIA Document G706 and AIA Document G706A, but in any event all such failure to pay may give rise to a lien against waivers must comply with the Building, requirements set forth in Sections 53.281 – 53.284 of the Texas Property Code. Notwithstanding anything to the order of the contractor that performed the work contrary set forth in the respective invoices) orLease, at Tenant’s option to Tenant’s contractorsit is hereby agreed that the Tenant Improvement Allowance shall in no event be utilized towards payment of any Fixed Rent, with respect to Qualified Costs theretofore incurred Additional Rent or other obligations of Tenant under the Lease, or as any other form of rent concessions or rent credits; provided, further, that if the entire Tenant Improvement Allowance is not required by Tenant (for Tenant's Work, then any unused portions of such Tenant Improvement Allowance shall represent a savings to Landlord and shall not theretofore paid be used or usable by or disbursable to Tenant for any other purpose or which were Tenant’s responsibility as set forth in this Article 38) for which use. Tenant has submitted and/or its contractors and subcontractors shall coordinate any and all construction activities contemplated herein with Landlord's construction coordinator, and all such construction activities shall be subject to a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for management fee payable by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) to Landlord in an amount equal to the case sum of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part one percent (1.0%) of the construction contracttotal cost of Tenant Work, up to but not exceeding the amount of the Tenant Improvement Allowance; plus (b) a certification from an AIA architect substantially in the form one-half of one percent (0.5%) of the Architect’s Certificate for Payment which is located on AIA Document G702total cost of Tenant's Work that exceeds the amount of the Tenant Improvement Allowance (collectively, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance the "Construction Management Fee"). The Construction Management Fee will be paid by Tenant to Landlord with the mechanics’ lien laws funding of the Commonwealth Tenant Improvement Allowance on a pari passu basis, which fee shall be deducted from the Tenant Improvement Allowance. The Tenant Improvement Allowance shall remain available to be used by Tenant through October 1, 2022 (the "Tenant Improvement Allowance Expiration Date"); provided, however, upon Tenant's request, the Allowance Expiration Date may be extended by up to six (6) months with Landlord's consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any portion of Massachusetts, together with invoices with respect the Tenant Improvement Allowance remaining unused after the Tenant Improvement Allowance Expiration Date shall be retained by Landlord and Tenant shall have no further right to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from remaining Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Improvement Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted.

Tenant Improvement Allowance. A. Subject to Tenant’s compliance with the provisions of this Exhibit F, Landlord shall provide to Tenant an allowance in the amount of Seven Hundred Thirty Six Thousand Nine Hundred Eleven and 00/100 Dollars ($736,911.00) (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements; provided, however, Tenant shall have the right to utilize (i) up to One Hundred Thirty Six Thousand Four Hundred Sixty Five Dollars ($136,465.00) of the Tenant Improvement Allowance for the purchase of furniture for the Premises (as evidenced by third party invoices for such furniture costs) and (ii) all or a portion of the Tenant Improvement Allowance for the tenant improvements being constructed by Tenant at premises owned by affiliates of Landlord and to be leased by Tenant located at 0000 Xxxxxxxx Xxxxxx, Menlo Park, California and 0000 Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the leases between Tenant and such affiliates of Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. The Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Improvement Allowance shall be payable in accordance used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work all requirements set forth in the respective invoices) or, at Tenant’s option Paragraph 4.C. of this Exhibit F. In addition to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if Landlord shall have no obligation to disburse all or any portion of the Qualified Cost Estimate exceeds Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the Allowanceterms and conditions of Section 5.B. below prior to December 31, 2012 (time being of the essence). The costs to be paid out of the Tenant Improvement Allowance shall be entitled to payments with respect to any requisition in accordance include all reasonable costs and expenses associated with the terms hereof except that each individual disbursement design, preparation, approval, planning, construction and installation of the Allowance by Landlord shall be in Tenant Improvements (the same ratio to “Tenant Improvement Costs”), including all of the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfollowing:

Tenant Improvement Allowance. Subject Landlord has agreed to provide Tenant with an allowance of $76,525 for the purpose of making improvements to the terms of this Section 38 Second Floor Premises (the “Tenant Allowance”), subject to the provisions set forth below, there herein. Landlord shall be paid by reimburse Tenant for the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be costs actually incurred by Tenant in connection with its move Tenant’s Work, which costs may include, without limitation, costs in connection with engineering and design, as well as construction-related costs and expenses up to and the construction of Initial Alterations in the Premises. Installments a maximum aggregate amount of the Tenant Allowance. Tenant must submit a reimbursement request for payment of the Tenant Allowance shall be payable in accordance with the procedures set forth below. Installments provisions of this Paragraph 5 on or before the Allowancedate that is twelve (12) months after the Effective Date, which and Tenant shall in no event exceed in the aggregate the amount not be entitled to any credit, offset, or payment from Landlord for any portion of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) Allowance for which Tenant has not properly submitted a requisition consisting ofdraw request in accordance with this Paragraph 5 on or before such date. Tenant shall promptly pay in full all costs and expenses associated with Tenant’s Work. Upon Substantial Completion of Tenant’s Work, (i) in and provided that no Event of Default exists under this Lease, Landlord shall reimburse Tenant the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for amount requested by Tenant separate from construction and Professional Services Contracts, paid invoices, in a single individual written draw request submitted by Tenant to Landlord within thirty (ii30) in days of such request upon satisfaction of all of the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs following conditions: (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises all Tenant’s Work shall have been completed substantially in accordance with the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contractapproved Space Plans and Build-Out Plans; (b) Tenant shall have submitted a certification from an AIA architect detailed written draw request to Landlord itemizing the cost of Tenant’s Work and certifying that all such Tenant Work has been completed in substantially in accordance with the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application approved Space Plans and Certificate of PaymentBuild-Out Plans and specifications therefor and in compliance with all applicable legal requirements; (c) contractor’s, project managers and subcontractorTenant shall have submitted to Landlord copies of paid invoices related to that portion of Tenant’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, Work to be reimbursed together with invoices lien waivers and releases from all material contractors, subcontractors, suppliers and other parties furnishing labor and/or material for such portion of Tenant’s Work; and (d) Tenant has commenced to operate its business at the Premises and delivered to Landlord a final, unconditional Certificate of Occupancy with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies Premises duly issued by the Town of all construction contracts for the such AlterationsExeter, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the PremisesNew Hampshire. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costsTenant’s Work, Tenant shall furnish deliver to Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers a Certificate of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Substantial Completion from Tenant’s architect to the Landlord that, based on on-site observation certifying that all Tenant’s Work has been installed and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is completed substantially in accordance with the construction contract documents approved Space Plans and the contractor is entitled to; payment of the amount certified Build-Out Plans therefor and in the applicationcompliance with all applicable legal requirements. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled responsible for the performance of Tenant’s Work to payments with respect completion and the payment of any costs and expenses related to any requisition in accordance with Tenant’s Work which exceed the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Allowance.

Tenant Improvement Allowance. Subject Landlord shall make available to Tenant an allowance in the terms amount of this Section 38 set forth below[***]per rentable square foot in the Premises (i.e., there shall be paid by [***]) (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) for the design and construction of $7,191,555.84, based upon Improvements by Tenant in accordance with Exhibit A attached hereto and made a contribution part hereof by this reference. Out of $68.04 the Allowance (and not in addition to it) Tenant may use up to [***] per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate furniture, fixtures, and equipment (“Qualified Cost EstimateFF&E”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premisesi.e., [***]). Installments of the The Allowance shall be payable available for disbursement to the Tenant commencing on the Effective Date through December 31, 2026 (the “Outside Allowance Date”). Up to [***] in accordance with FF&E costs may be incurred prior to the procedures set forth below. Installments Effective Date and charged to the FF&E portion of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid provided that Landlord will disburse such FF&E costs to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against on the Building, to the order later of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; Effective Date, or (b) thirty (30) days after Xxxxxx has delivered its request for disbursement and paid invoices for the same. The Outside Allowance Date shall be extended day for day for each day of Landlord Delay or Force Majeure delay. As used herein, a certification from an AIA architect substantially “Landlord Delay” shall mean any actual delay in the form completion of the ArchitectImprovements as a result of Landlord’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Paymentmaterial breach or material default under this Ninth Amendment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request failure to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations allow contractors access to the PremisesBuilding or Premises as scheduled in advance with the Building’s property manager or Xxxxxxxx’s and receipt of written NINTH AMENDMENT TO OFFICE LEASE approval for such access. Upon completion of No Landlord Delay shall be deemed to have occurred unless and until Xxxxxx has delivered to Landlord a factually correct written notice (the Initial Alterations“Landlord Delay Notice”) to Landlord, specifying the bona fide action or inaction which Tenant contends constitutes the Landlord Delay and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Xxxxxxxx has failed to cure such Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, Delay within three (3) receipted bills covering all labor business day. Any assertion of Landlord Delay may be reasonably and materials expended in good faith disputed by Landlord and used, the parties shall meet and confer to resolve such dispute not later than ten (410) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to business days after the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations Delay Notice is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant delivered (during which time no Landlord Delay shall be entitled deemed to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter definedoccur). “Adjusted.

Tenant Improvement Allowance. Subject Landlord shall provide Tenant with a one-time allowance (the "Tenant Improvement Allowance") equal to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum Sixty Dollars (“Allowance”$60.00) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the The Tenant Improvement Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if applied by Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien exclusively against the Building, to the order out of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore pocket costs incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) Landlord for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Hard Costs to construct the Tenant separate from construction and Professional Services Contracts, paid invoicesImprovement Work, (ii) costs incurred by Landlord on Tenant’s behalf yet defined as Tenant responsibility under the Tenant Fit-Out Criteria in Exhibit "E-2", (iii) the case preparation of Professional Services Contractsrequired space planning, invoicesarchitectural and/or engineering documents respecting the Tenant Improvement Work, including costs incurred to design the Premises and to prepare and revise (A) the Preliminary Plans and the Approved Preliminary Plans, and (iiiB) in the case Preliminary Construction Documents and the Construction Documents, (iv) the fabrication and installation of construction Tenant’s signage, and (v) obtaining required state and local permits and approvals respecting the Tenant Improvement Work. The Tenant Improvement Allowance shall not be applied against the cost of Tenant's furniture, equipment, moving expenses or consultant fees, and Tenant shall have no right to credit the Tenant Improvement Allowance against Rent. Tenant shall reimburse Landlord for all costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices incurred by Landlord with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included Tenant's Improvement Work in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant excess of the work done and a good faith estimate Tenant Improvement Allowance within ten (10) days after receiving Landlord's invoice therefor. In the event this lease terminates prior to the natural expiration of the cost Term, Tenant shall immediately repay to complete Landlord the Initial Alterations to unamortized portion of the PremisesTenant Improvement Allowance. Upon Any excess Tenant Improvement Allowance remaining after substantial completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation Improvement Work and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of all applicable sums pursuant to this Section 29 may, at Tenant's election, be applied against the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement next due installments of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedRent.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”), in the amount set forth in Section 12 of the Summary, for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed (including furniture, equipment and equipment attached to the walls, ceiling or slab) to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant by the first (1st) anniversary of the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, FOUR EMBARCADERO CENTER 607152.05/WLA EXHIBIT B [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -1- [AMLGMN] raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; provided, however, that, notwithstanding the foregoing, upon request by Xxxxxx at the time of Tenant’s request for Landlord’s approval of the “Final Working Drawings,” as that term is defined in Section 3.3 of this Tenant Work Letter, Landlord shall notify Tenant whether the Tenant Improvements will be required to be removed pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted2.1.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord Commencing as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the AllowancePossession Date, Tenant shall be entitled to payments use the "Tenant Improvement Allowance", as defined in Section 5.1 of the Summary to this Lease, for the costs relating to the design and construction of Tenant's improvements, which are permanently affixed to the Premises or which are "Tenant Improvement Allowance Items," as that term is defined in Section 2.2.1, below (collectively, the "Tenant Improvements"). In addition to the Tenant Improvement Allowance, Landlord shall promptly reimburse Tenant up to $0.15 per RSF of the Premises for costs relating to Tenant’s initial space planning for the Premises. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord's approval of the "Final Working Drawings", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, or upon any earlier termination of this Lease, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office or lab condition, as applicable. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by the date that is twelve (12) months after the Possession Date, shall revert to Landlord and Tenant shall have no further rights with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedthereto.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a one-time tenant improvement allowance (the “Tenant Improvement Allowance”), in the amount set forth in Section 12 of the Summary, for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a EXHIBIT B total amount which exceeds the Tenant Improvement Allowance, except as expressly set forth in this Tenant Work Letter. In the event that the Tenant Improvement Allowance is not fully disbursed by Landlord to, or on behalf of, Tenant on or before the first (1st) anniversary of the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any requisition in accordance with cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms hereof except that each individual disbursement of the Allowance by Landlord Lease. In no event, however, shall Tenant be in required to remove or restore all or any portion of the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Improvements.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”), in the amount set forth in Section T of the Summary of Basic Lease Terms, for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (and/or, to the extent Tenant timely exercises its expansion option with respect to the Xxxxxx Expansion Space and the amount set forth in Section T of the Summary is amended pursuant to Section 1.5.5 above, the Xxxxxx Expansion Space) (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant in the Premises within eighteen (18) months after the Lease Commencement Date (or, if Tenant exercises its expansion option with respect to the Xxxxxx Expansion Space, in the Premises and/or the Xxxxxx Expansion Space within eighteen (18) months after the Xxxxxx Expansion Space Commencement Date), then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vender must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; provided, further, however, that notwithstanding the foregoing, upon written request by Tenant at the time of Tenant’s request for Landlord’s approval of the “Final Working Drawings” (as that term is defined in Section 3.3 below), Landlord shall notify Tenant whether all or any portion of the Tenant Improvements will be required to be removed pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted2.1.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a tenant improvement allowance (the "Tenant Improvement Allowance"), in the amount set forth in Section U of the Summary of Basic Lease Terms, for the costs relating to the design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. The Tenant Improvement Allowance shall expire two (2) years after the Delivery Date and any unused amount of the Tenant Improvement Allowance remaining on such date shall revert to Landlord. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the requirement that any cabling vender must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord, such approvals not to be unreasonably withheld, conditioned or delayed. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; provided, however, that, notwithstanding the foregoing, upon written request by Tenant at the time of Tenant's request for Landlord's approval of the "Final Space Plan" and/or the "Final Working Drawings" (as those terms are defined in Section 3.2 and Section 3.3 of this Tenant Work Letter), Landlord shall notify Tenant in writing whether any item of the Tenant Improvements reflected in the Final Space Plan and/or the Final Working Drawings will be required to be removed pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted2.1.

Tenant Improvement Allowance. Subject to Commencing as of the terms date of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the AllowanceFirst Amendment, Tenant shall be entitled to payments an aggregate improvement allowance (the "Tenant Improvement Allowance") in the amount (i) $6,573,187.50 (i.e., $82.50 per RSF of the Expansion Premises) (the “Expansion Premises Tenant Improvement Allowance”) for the costs relating to the design and construction of Tenant's improvements, refurbishment work and other renovations to be performed by Tenant in and adjacent to the Expansion Premises or which are "Tenant Improvement Allowance Items," as that term is defined in Section 2.2.1, below for the Expansion Premises (the “Expansion Tenant Improvements”), and (ii) $407,060.00 (i.e., $5.00 per RSF of the Existing Premises) (the “Existing Premises Tenant Improvement Allowance”) for the costs relating to the design and construction of Tenant's improvements, refurbishment work and other renovations currently being performed or to be performed by Tenant in and adjacent to the Existing Premises or which are Tenant Improvement Allowance Items for the Existing Premises (the “Existing Tenant Improvements”). The Expansion Tenant Improvements and the Existing Tenant Improvements are collectively, the "Tenant Improvements". For the avoidance of doubt, Tenant is not required to expend the Expansion Premises Tenant Improvement Allowance or the Additional TI Allowance equally across the Expansion Premises, and Tenant is not required to expend the Existing Premises Tenant Improvement Allowance equally across the Existing Premises (and may, for example, expend most of the Existing Premises Tenant Improvement Allowance in the 900 Building. All Tenant Improvements that have been paid for with or reimbursed from the Tenant Improvement Allowance shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord's approval of the "Final Working Drawings", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, at Tenant's expense, to remove any portion of the Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a condition with removed systems components capped, Building standard ceiling tiles in good condition, and sheet rock and floors patched and repaired to match existing conditions of the remainder of the Premises. Landlord approves in concept and shall not require Tenant to remove any of the Tenant Improvements to the extent shown on the Space Plan attached hereto as Schedule 1. The Tenant Improvement Allowance may not be used by Tenant for the purchase or installation of furniture, fixtures or equipment (other than an autoclave and glasswash), or for telephone or data cabling, or any other personal property. Any portion of the Existing Premises Tenant Improvement Allowance as to which Tenant has not properly requested disbursement by the date which is twelve (12) months following the Effective Date, as such date may be extended by one (1) day for each day of delay by Tenant in completing the Tenant Improvements in the Existing Premises due to an event which qualifies as a Landlord Caused Delay (as defined in Section 5.5.1 below) or Coronavirus Delay (as defined in Section 5.5.2 below) for the Tenant Improvements in the Existing Premises only (the “Existing Premises Outside Allowance Date”), shall revert to Landlord and Tenant shall have no further rights with respect to any requisition in accordance with the terms hereof except that each individual disbursement thereto. Any portion of the Expansion Premises Tenant Improvement Allowance as to which Tenant has not properly requested disbursement by the date which is twelve (12) months following the Expansion Commencement Date, as such date may be extended by one (1) day for each day of delay by Tenant in completing the Tenant Improvements in the Expansion Premises due to an event which qualifies as a Landlord Caused Delay or Coronavirus Delay for the Tenant Improvements in the Expansion Premises only (the “Expansion Premises Outside Allowance Date”), shall revert to Landlord and Tenant shall have no further rights with respect thereto. Each of the Existing Premises Outside Allowance Date, the Expansion Premises Outside Allowance Date and the Expansion Premises Outside Additional Allowance Date shall be in the same ratio to the amount properly requisitioned as the an “Outside Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedDate.”

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $10,283,355.00 (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to EXHIBIT B the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect to removal and remediation of any requisition such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in accordance the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the terms hereof General Contractor, as approved by Tenant (not to be unreasonably withheld), except that each individual disbursement for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of the Allowance construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by Landlord shall be in the same ratio a contractor; (h) costs as a consequence of casualties; and (i) penalties and late charges attributable to the amount properly requisitioned as the Allowance bears Landlord’s failure to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedpay construction costs.

Tenant Improvement Allowance. Subject to the terms and conditions of ---------------------------- this paragraph 3, Landlord shall pay on behalf of Tenant up to a maximum amount of three million four hundred sixty thousand five hundred fifty-five dollars ($3,460,555) for the construction of Tenant Improvements in the Premises (the "Tenant Improvement Allowance"), including, without limitation, all architectural and engineering fees incurred in connection therewith, project and construction management fees, real property improvements, and all sums payable to Landlord as provided in paragraph 4 below. The Tenant Improvement Allowance shall not be used for equipment, furniture or cabling. The Tenant Improvement Allowance shall be paid as follows: upon the presentation of invoices to Landlord from Tenant or the person performing the work or rendering the services or providing the materials and such supporting documentation as Landlord may reasonably require, including, without limitation, identification of the work completed and/or material supplied, mechanic lien releases and certificates of payment issued by the Tenant's Architect and Tenant's designated representative, Landlord shall pay such invoices on or before the fifteenth (15th) day of the following month to the person performing the work or rendering the services or providing the materials. Notwithstanding anything to the contrary contained herein or in this Lease, the obligation of Landlord to make any one or more payments pursuant to the provisions of this paragraph 3 shall be suspended without further act of the parties during any such time as there exists an Event of Default under this Lease. The Tenant Improvement Allowance must be utilized by Tenant, if at all, prior to June 30, 2000. As of such date, Tenant shall forfeit any remaining balance of the Tenant Improvement Allowance that Tenant has not utilized pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Exhibit C. Tenant shall submit bear the cost of any and all Tenant Improvements to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) the Premises in excess of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Improvement Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted.

Tenant Improvement Allowance. Subject If, during the term of this Lease (or any permitted extensions or renewals thereof, as provided hereunder), the Lessee makes improvements to the terms demised premises, then subject to the limitations and conditions herein, the Lessee will be eligible to receive an improvement allowance therefore. This improvement allowance shall be limited to a maximum of Twenty Four Thousand and No/100's Dollars ($24,000.00) during the initial thirty-six (36) month term of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial AlterationsLease (or any permitted extensions or renewals thereof). In order to receive this allowance, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall Lessee will submit to Landlord Tenant’s good faith estimate the Lessor copies of any and all invoices for which reimbursement is claimed (“Qualified Cost Estimate”including invoices for architectural drawings and space plans); the Lessor will be given a period of thirty (30) days to review the invoices and verify that such improvements have been made. At the conclusion of that time, if no dispute has arisen about the Qualified Costs (hereinafter defined) same, then the Lessor shall pay to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate Lessee the amount of the Allowanceinvoice, which, when coupled with any other invoices previously paid, shall not exceed the maximum amount of the improvement allowance previously specified hereunder. Until May 1, 2000, no monies for an improvement allowance will be paid hereunder. In the event that the Lessee, for any reason whatsoever, vacates the 5 demised premises before May 1, 2000, then it shall forfeit its right to any improvement allowance, and no such sums shall be paid to Tenant (orhereunder whatsoever, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against regardless of whether the Building, to Lessee has actually expended sums for the order improvement of the contractor that performed demised premises. Moreover, no improvement allowance shall be paid whatsoever for any additional air conditioning which the work set forth Lessee might determine, in the respective invoices) orits sole and absolute discretion, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (is required for its needs. Any and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contractsall improvements, paid invoicesfor or reimbursed by the Lessor under this paragraph, (ii) in shall remain with the case of Professional Services Contracts, invoices, demised premises and (iii) in be the case of construction costs (a) an application for payment sole and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part exclusive property of the construction contract; (b) a certification from an AIA architect substantially in Lessor at the form conclusion of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; lease term contemplated hereby (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and including any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord permitted extensions or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter definedrenewals thereof). “Adjusted.

Tenant Improvement Allowance. Subject to the terms provisions of this Section 38 set forth belowsection 8, there the Landlord shall pay to the Tenant an allowance (the “Additional Premises Tenant Improvement Allowance”) calculated on an amortized basis of $23.39 per square foot of the Additional Premises Area being an amount equal to $539,583.91. It is expressly understood and agreed that the Additional Premises Tenant Improvement Allowance is to be paid for the purpose of reimbursing the Tenant for a portion of its out of pocket expenses in completing the Tenant’s Work in the Additional Premises, and fully equipping the Additional Premises with all trade equipment, lighting fixtures, furniture and operating equipment, installing appropriate signage and moving into the Additional Premises. Provided the Tenant is not then in material breach of this Agreement, the Additional Premises Tenant Improvement Allowance shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon on a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, monthly draw basis to the order Tenant upon receipt by the Landlord of a statutory declaration stating that there are no claims of builders’ lien or other liens or encumbrances affecting the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, Additional Premises with respect to Qualified Costs theretofore incurred by Tenant (work, services, materials and not theretofore paid equipment relating to Tenant or which were the Additional Premises, and that the Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting ofdesigners, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contractscontractors, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contractssubcontractors, paid invoices, (ii) in the case of Professional Services Contracts, invoicesworks, and (iii) suppliers of materials and equipment have been paid in the case of construction costs (a) an application full for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located and services performed and materials and equipment supplied by them on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Additional Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds Landlord shall not be obligated to pay the Allowance, Additional Premises Tenant Improvement Allowance until the Tenant has executed and delivered a copy of this Agreement. The Landlord shall be entitled permitted to payments set off and deduct from the Additional Tenant Improvement Allowance any outstanding amounts owing by the Tenant to the Landlord pursuant to the Lease or this Agreement, provided that the Tenant is first given forty eight (48) hours notice with respect to any requisition such outstanding amounts in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio order to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedremedy such breach.

Tenant Improvement Allowance. Subject Landlord hereby grants to Tenant an allowance of Four Hundred Seventy Six Thousand Four Hundred Eighty and NO/100 U.S. Dollars ($476,480.00) (the "Tenant Improvement Allowance") for the costs of constructing Tenant improvements to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable Leased Premises in accordance with the procedures preliminary space plan as set forth in Appendix C-1 hereto and as may be revised by the final space plan, to be approved by Tenant within ten (10) days after Lease execution (the "Space Plan"), and the Tenant Improvement Plan, as defined below, inclusive of any and all space planning, architectural and design and engineering fees and expenses and municipal fees (collectively "Tenant Work"). Installments The cost of the Tenant Work shall also include any costs resulting from changes ordered by the Tenant and reasonably approved by the Landlord plus any costs resulting from rulings, interpretations or instructions from Building, fire or other regulatory officials having jurisdiction over the work. In the event that the Landlord determines, based upon the final bid from Landlord's contractor, that the actual cost of the Tenant Work, as contemplated by the Space Plan, and the Tenant Improvement Plan will or may exceed the Tenant Improvement Allowance, then Tenant shall, the Tenant, prior to the Landlord commencing construction and unless Tenant elects to revise the Tenant Improvement Plan to reduce the scope and costs of the Tenant Work, be solely responsible for the costs and expenses for the Tenant Work which shall in no event exceed in the aggregate Tenant Improvement Allowance, up to the amount of the Allowance, final bid. Tenant shall be paid to Tenant (or, at Landlord’s option if deposit with the Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, sufficient funds equal to the order difference between such estimated cost of amount of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts final bid for the such Alterations, together with copies of all change orders, if any; Tenant Work less and the Tenant Improvement Allowance (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises"Excess Costs"). Upon completion of the Initial Alterations, Tenant work and as part upon receipt of the requisition for final disbursement of costs, a final adjustment shall be made between the Tenant Improvement Allowance for hard construction costsand the funds which are to be provided by the Tenant towards the Tenant Work. Provided, however, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application not be responsible for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of any additional amounts for the amount certified Tenant Work except for the as set forth herein and in paragraph 2 below with respect to change orders and Excess Costs for the applicationAdditional Work, or and additional costs otherwise caused by Tenant. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant agrees that Landlord shall be entitled to payments with respect to any requisition a construction supervision and management fee in accordance with the terms hereof except that each individual disbursement amount of eight percent (8%) of the Allowance by Landlord cost of the Tenant Work which fee shall be in charged against the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Improvement Allowance.

Tenant Improvement Allowance. Subject Tenant acknowledges that except as otherwise described herein, the Premises are leased to Tenant for the First Renewal Term in its “as-is” condition as of the date of this Amendment and that Landlord is not obligated to make any improvements to the terms Premises. At anytime during the period of this Section 38 set forth belowJanuary 1, there shall be paid by the Landlord as the Landlord’s contribution toward 2015 — December 31, 2016, Tenant, at Tenant’s Initial Alterationsrequest, shall have the sum right to make such improvements to the Premises as are approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Landlord hereby grants Tenant an allowance not to exceed One Million Five Hundred Thirty Thousand Seventy Five and 00/100 Dollars ($1,530,075.00) (the “Allowance”) towards the costs of $7,191,555.84such improvements. Such improvements shall be subject to the provisions of Section 10 of the Lease. Tenant shall be responsible for preparing all construction documents (“Tenant’s Construction Documents”), based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premisessubject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall submit to Landlord Tenantcompleted construction documents for Landlord’s good faith estimate review and approval. Within ten (“Qualified Cost Estimate”10) business days following Landlord’s receipt of the Qualified Costs (hereinafter defined) to be incurred by Tenant Construction Documents, Landlord shall review, and in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option reasonable discretion, either approve the same or notify Tenant of Landlord’s objections thereto and, if applicable, Landlord’s proposed modifications. If Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, has any objections to the order of the contractor that performed the work set forth Tenant Construction Documents, Landlord shall identify such objections in the respective invoices) or, at Tenant’s option a written notice to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant . Within five (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 385) for which Tenant has submitted a requisition consisting of, (i) in the case business days of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or receiving Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costsobjections, Tenant shall furnish address the objections and deliver revised Tenant Construction Documents to Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering for approval in the same manner. The Tenant Construction Documents shall conform to all labor and materials expended and used, (4) as-built plans of Legal Requirements applicable to the AlterationsTenant Work, and (5) the certification to Landlord’s rules and regulations concerning Building safety, fire and protection of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationpersons from injury. Notwithstanding the foregoing, if Landlord’s approval of the Qualified Cost Estimate exceeds Tenant Construction Documents shall not constitute a representation or warranty by Landlord that the Allowance, Tenant Construction Documents are in compliance with building codes or other applicable laws. Tenant’s improvements shall be referred to as the “Tenant’s Work.” Tenant shall be entitled apply for and obtain all required permits and deliver copies thereof to payments with respect Landlord prior to any requisition commencing Tenant’s Work. In such event, Landlord shall disburse the Allowance in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfollowing provisions:

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $9,405,900.00 (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance (such excess amount certified is referred to herein as the “Tenant Funds Amount”), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in the application. Notwithstanding the foregoingthis paragraph, if the Qualified Cost Estimate exceeds the Allowance, but Tenant shall be entitled to payments use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to EXHIBIT B -5- HCP, INC. [The Cove at Oyster Point] [Global Blood Therapeutics, Inc.] expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant or cabling expenses. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect to removal and remediation of any requisition such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in accordance the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the terms hereof General Contractor, as approved by Tenant (not to be unreasonably withheld), except that each individual disbursement for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs; and (j) costs due to compliance with the Allowance by Landlord shall be in soil management plan for the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedProject or its appendices.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount set forth in Item 12 of the Summary of this Lease for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant by the one (1) year anniversary of the date upon which the Amendment is executed and delivered by both Landlord and Tenant, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of this Section 38 set forth belowthe Lease; provided, there shall be paid however, Landlord may, by written notice to Tenant prior to the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) end of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction Extended Term, or given following any earlier termination of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowancethis Lease, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) orrequire Tenant, at Tenant’s option expense, to Tenant’s contractors, with respect remove any Tenant Improvements and to Qualified Costs theretofore incurred by Tenant (and not theretofore paid repair any damage to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in and Building caused by such removal and return the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part affected po11ion of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect Premises to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations their condition existing prior to the Premises. Upon completion installment of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, such Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationImprovements. Notwithstanding the foregoing, if Section 8.6 of the Qualified Cost Estimate exceeds Original Lease shall apply with respect to the AllowanceTenant Improvements, except that, by execution of this Amendment, Tenant shall be entitled deemed to payments with respect to any requisition in accordance have sent a written request complying with the terms hereof except that each individual disbursement provisions of Section 8.6 of the Allowance by Original Lease in connection with Tenant’s submission to Landlord shall be in of the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedFinal Working Drawings for Landlord’s approval.

Tenant Improvement Allowance. Subject Landlord shall provide an amount not to exceed the terms of Tenant Improvement Allowance toward the Tenant Improvement Items in accordance with Section 2.3.2 below, Except as provided in this Section 38 2.2.1, Tenant shall not be entitled to receive any portion of Tenant’s Improvement Allowance not actually expended for Tenant Improvement Items nor shall Tenant have any right to apply any unused portion of the Tenant Improvement Allowance as a credit against Rent or any other obligations of Tenant under the Lease, as set forth below. Upon the occurrence of the date which is twelve months after the Commencement Date, there any remaining portion of the Tenant’s Improvement Allowance not disbursed for Tenant Improvement Items shall be paid retained by Landlord; provided, however that notwithstanding the Landlord as foregoing provided that (i) no Event of Default then exists; and (ii) the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit Improvement Items have been substantially completed and Tenant has delivered to Landlord Tenant’s good faith estimate a sworn statement to Landlord which identifies all agents, contactors and materials suppliers engaged by Tenant in connection with the Tenant Improvements and sworn statements and lien waivers from such agents, contractor and materials suppliers, such statements and lien waivers all in such form as reasonably required by Landlord, then, provided Tenant makes such request to Landlord on or before the date which is fifteen (“Qualified Cost Estimate”15) of months after the Qualified Costs Lease Commencement Date, Tenant may apply (hereinafter definedx) to be the Tenant Improvement Allowance towards architectural, engineering, space planning, furniture, moving or any other expenses reasonably incurred by Tenant in connection with its move relocation to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iiiy) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is up to be made to a date specified therein which is part $490,464.00 of the construction contract; (b) unused Tenant Improvement Allowance as a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and credit against Base Rent or any other statements and forms required for compliance with obligations of Tenant under the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to Lease until such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts credit is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedexhausted.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord satisfaction or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant waiver of the work done and a good faith estimate Contingency pursuant to Section 2.1.1 of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the AllowanceLease, Tenant shall be entitled to payments with respect a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding $45.00 per rentable square foot of the Premises (i.e., up to $976,365.00 based on 21,697 rentable square feet of the Premises), to help Tenant pay for the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”); provided, however, that Landlord shall have no obligation to disburse all or any requisition in accordance with portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms hereof except and conditions of Section 2.2 below prior to that each individual disbursement date which is twelve (12) months after the Lease Commencement Date. In addition, Tenant shall be entitled to a one-time space plan allowance (the “Space Plan Allowance”) in the amount of up to, but not exceeding, $0.15 per rentable square foot of the Premises (i.e., up to $3,254.55 based on 21,697 rentable square feet of the Premises), to help reimburse Tenant for the costs of the preparation of the Final Space Plan (as defined below), which Space Plan Allowance by shall not be contingent on Tenant’s satisfaction or Landlord’s waiver of the Contingency. Landlord shall disburse the Space Plan Allowance to Tenant to help reimburse Tenant for the costs of the preparation of the Final Space Plan within thirty (30) days after Landlord’s receipt of Tenant’s written notice requesting such disbursement accompanied by all receipts and invoices evidencing all costs of preparation of the Final Space Plan actually paid by Tenant; provided, however, Landlord shall have no obligation to disburse any portion of the Space Plan Allowance for any such Final Space Plan costs unless Landlord receives such written request for reimbursement by that date which is three (3) months after the Lease Commencement Date. In addition, in no event shall Tenant be in entitled to receive as a credit, abatement or payment from Landlord any portion of the same ratio Space Plan Allowance that is not used to the amount properly requisitioned as the Allowance bears reimburse Tenant for any such Final Space Plan costs (such remaining unused portion shall revert to the Adjusted Qualified Cost Estimate (hereinafter definedand shall be retained by Landlord). “AdjustedOther than the Space Plan Allowance described hereinabove, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as defined below).

Tenant Improvement Allowance. Subject to the terms Section Three of this Section 38 set forth below, there Exhibit G. shall be paid by amended to provide that Landlord shall grant Tenant a Tenant Improvement Allowance of up to $13.00 per square foot (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. which Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) use at the beginning of the Qualified Costs (hereinafter defined) extended Term to be incurred by Tenant in connection with its move make Building-standard improvements to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable Premises in accordance with the procedures set forth below. Installments requirements of Section Ten of the AllowanceLease, entitled “Alterations and Improvements”. The Allowance may be used for the construction of the improvements and related costs, including, but not limited to architectural and design fees, engineering fees, and the costs of external signage. Tenant shall have the right to hire its own contractor to do the construction work, so long as Landlord is given the opportunity to approve the nature of the construction (including architectural and engineering plans), which will not be unreasonably withheld and that the contractor follows Landlord’s Construction Rules and Specifications. The punchlist for the construction work shall in no event exceed in the aggregate the amount be completed with Landlord’s participation. Tenant shall pay Landlord a $5,000.00 construction supervision fee. Landlord shall pay up to 80% of the Allowance, shall be Allowance upon the receipt from Tenant of copies of paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against invoices for the Building, to construction work. Upon the order completion of the contractor that performed construction, Landlord shall pay Tenant the work set forth in last 20% of the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Allowance within thirty days of the receipt from Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, of (i) in final releases of lien from all contractors, subcontractors and materialmen performing any work or providing any materials for the case of other than costs incurred Tenant Improvements, and from any lienors giving notice required under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, law; (ii) a final contractor’s affidavit from the general Contractor in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all accordance with applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if anylaw; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant any supporting documentation evidencing final completion and payment of the work done and a good faith estimate Tenant Improvements reasonably requested by Landlord. At the beginning of the cost to complete Term, during the Initial Alterations period in which improvements are being made to the Premises, Landlord shall grant Tenant the opportunity to use Suite 3661, containing approximately 9,473 square feet, as shown in Exhibit B-1 attached for the operation of its business. Upon The terms of the Lease shall apply to Tenant’s use, except for the obligation to pay Rent (including Additional Rent). Tenant’s right to use the vacant space shall commence as mutually agreed upon between the parties and expire on the earlier of substantial completion of the Initial Alterationsimprovements or August 31, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted2005.

Tenant Improvement Allowance. Subject (a) Landlord shall enter into a contract with a contractor of Landlord's choice for the construction of the tenant improvements in accordance with the Space Plan to the terms of this Section 38 set forth below, there be completed by Tenaxx. Xll tenant improvement work shall be paid completed in accordance with all applicable laws and in compliance with the Americans with Disabilities (ADA) as interpreted by the City of Pleasanton in its review of the construction documents for said tenant improvement work. Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum shall provide a tenant improvement allowance of Twelve and No/100 Dollars (“Allowance”$12.00) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 said tenant improvement work. The tenant improvement costs shall include all space planning fees, architectural and engineering drawings and governmental permit fees which will be deducted from the tenant improvement allowance. Except for Tenant change-orders, Landlord shall not charge Tenant a supervision fee or administrative fee in connection with the tenant improvements. In the event that Tenaxx xxxuests change-orders, Landxxxx xxxl charge Tenaxx xx supervision fee for work connected to the change-order(s). In the event that the actual tenant improvement cost is greater than the Twelve and No/100 Dollars ($12.00) per rentable square feet in foot tenant improvement allowance, Tenant shall pay to Landlord the Initial Premisesdifference between the allowance and the actual cost. Tenant shall submit pay Landlord said difference at the completion of tenant improvement work. Tenant accepts the Premises in its current condition and Landlord has no obligation to Tenant with respect to the Premises except as defined herein. The Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of shall diligently complete the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations tenant improvements, however, in the Premisesevent the space is not substantially completed by the lease commencement date, the lease term shall still commence as defined in paragraph 2.d. Installments of the Allowance and rent shall be payable in accordance with pursuant to paragraph 2.j. This Amendment, dated the procedures set forth below. Installments 23rd day of February, 1996, between Hacienda Park Associates, a California general partnership, ("Landlord") and Pro Business, Inc., a California Corporation, ("Tenant"), is for the Allowance, which shall in no event exceed premises located in the aggregate City of Pleasanton, County of Alameda, State of California, commonly known as 4696 Xxxxxx Xxxx. Landlord and Tenaxx xxxng parties to that certain Lease dated November 13, 1995 hereby express their mutual desire and intent to amend the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility Lease as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedherein after provided.

Tenant Improvement Allowance. Subject to the terms and conditions of this Section 38 set forth ----------------------------- paragraph below, there Landlord shall reimburse Tenant up to a maximum amount of Six hundred fourteen thousand, five hundred forty-one dollars and fifty cents ($614,541.50) (the "Tenant Improvement Allowance") for (i) hard and soft costs of construction of the Tenant Improvements, including without limitation, all architectural and engineering fees incurred in connection therewith, sums payable to Landlord in connection therewith, and cabling and signange costs, and (ii) the brokerage fee payable to Colliers Damner Pike as a result of the Lease. Provided no Event of Default, or Potential Default, shall then exist under the Lease from and after the date hereof, Landlord shall make advances to Tenant of the Tenant Improvement Allowance upon presentation of invoices from Tenant or the person performing the work or rendering the service and such reasonable supporting documentation as Landlord may require, including, without limitation, mechanics' lien releases and certificates of payment issued by the Tenant's Architect and, if applicable, Tenant's designated representatives. Invoices that are submitted and approved by Landlord shall be paid by on or before the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum fifteenth (“Allowance”15/th/) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) day of the Qualified Costs (hereinafter defined) following month. In addition, Tenant must provide Landlord with valid invoices prior to June 30, 1999 to be incurred by available for reimbursement under the Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Improvement Allowance, which shall in no event exceed in the aggregate the amount provided said date of the AllowanceJune 30, shall 1999 may be paid extended to Tenant (ora maximum outside date of December 31, at Landlord’s option 1999, if Landlord reasonably determines that Tenant is not paying delayed on constructing its contractors tenant improvement as a result of matters beyond Tenant's reasonable control and Tenant promptly notifies Landlord of such failure delay. Except as expressly provided above, Landlord shall have no further obligation to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option disburse any additional monies to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by the Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and beliefImprovement Allowance, the Alterations have progressed as indicated in Tenant Improvements or the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedreimbursement under this Paragraph 3.

Tenant Improvement Allowance. Subject Landlord shall make up to One Hundred Sixty Thousand Six Hundred Eighty Dollars ($160,680) (the "Fourth Amendment Tenant Improvement Allowance") available to Tenant after January 1, 2002 but before October 1, 2003 to reimburse Tenant for actual out-of-pocket costs paid to third parties for designing and constructing tenant improvements to the terms Premises pursuant to plans reasonably approved by Landlord and otherwise subject to the provisions of this Section 38 set forth below, there 14. Landlord shall be paid pay the Fourth Amendment Tenant Improvement Allowance within thirty (30) days of invoice submitted after the improvements have been inspected and accepted by the Tenant (less minor punch list items). Landlord may require lien releases as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) a condition of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premisespayment. Tenant confirms that Landlord's obligations under any previous tenant improvement allowances have been satisfied. If Tenant utilizes the entire Fourth Amendment Tenant Improvement Allowance, Landlord shall submit make available to Landlord Tenant’s good faith estimate Tenant after January 1, 2002 but before October 1, 2003 up to an additional Two Hundred Seventy-Five Thousand Dollars (“Qualified Cost Estimate”$275,000) of as a supplemental Tenant Improvement Allowance (the Qualified Costs (hereinafter defined"Fourth Amendment Supplemental Tenant Improvement Allowance") to be incurred by expended for the same purposes, subject to the same approvals, and with the same disbursement provisions as the Fourth Amendment Tenant in connection with its move to and the construction of Initial Alterations in the PremisesImprovement Allowance. Installments If Tenant utilizes all or some of the Allowance shall be payable in accordance Fourth Amendment Supplemental Tenant Improvement Allowance, then commencing with the procedures set forth below. Installments first payment of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; Base Monthly Rent due after payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Fourth Amendment Supplemental Tenant Improvement Allowance, Tenant shall be entitled pay monthly, as additional Base Monthly Rent, an amount sufficient to amortize the Fourth Amendment Supplemental Tenant Improvement Allowance on an equal payments basis over the then remaining term of this Lease (excluding any renewal terms) with respect to any requisition in accordance with the terms hereof except that each individual interest at ten percent (10%) per annum (which payments shall include amortization of interest accrued from date of disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter definedfirst amortization payment). “Adjusted.

Tenant Improvement Allowance. Subject Landlord and Tenant agree that ---------------------------- Landlord's architect shall complete the design of the proposed office floor plans. The cost of preparing the drawings, specifications, finish schedules and the like will be part of the Tenant Costs outlined below. Landlord agrees to deliver to Tenant, as soon as is reasonably possible, the proposed final working drawings, specifications, and finish schedules for the Tenant Improvements, and Tenant shall have the right to approve or disapprove such drawings and make changes as required by Tenant. Once Tenant notifies Landlord that the drawings and specifications are acceptable, then Landlord will proceed to obtain a price schedule for the completion of the Tenant Improvements. Landlord and Tenant agree that Landlord's contractor shall construct the Tenant Improvements. Upon Landlord's receipt of acceptance drawings and specifications, Landlord shall obtain from Landlord's contractor a detailed price schedule for the Tenant Improvements, and will submit the same to Tenant for its approval. If Tenant disapproves such price schedule, Tenant agrees to work promptly with Landlord's architect to alter the drawings and specifications as necessary to cause the price schedule to be acceptable to Tenant. The aggregate cost for the Tenant Improvements, once approved by Tenant, shall be referred to as the "Tenant Improvement Costs." Landlord shall pay the Tenant Improvements Costs equal to the amount of $100,000. Tenant Costs shall include the Tenant Improvement Cost; the cost of preparing and finalizing all drawings, specifications, finish schedules and the like; fees for architects, engineers and interior designers incurred by Landlord in connection with the Tenant Improvement; the cost of making any and all changes in and to the drawings and specifications and any increase or decrease cost in the Tenant Improvement Cost resulting therefrom through the term of this Lease. In the event that the Tenant Costs exceed $100,000, then such excess cost shall be the responsibility of Tenant. Tenant shall pay to Landlord's contractor any such amount in excess of $100,000 pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based mutually agreed upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) 's contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted.

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $145 per RSF of the Premises (i.e. $21,462,900.00) (the "Tenant Improvement Allowance"), which amount is being made available by Landlord as to be applied towards the Landlord’s contribution toward Tenant’s Initial Alterations, Cost of Improvements for the sum (“Allowance”) construction of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable retentions, restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to expending any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect to removal and remediation of any requisition such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this First Amendment for improvements in accordance the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a EXHIBIT B BRITANNIA POINTE GRAND BUSINESS PARK[Denali Therapeutics, Inc.][First Amendment] certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the final contract amount in the contract with the terms hereof General Contractor, as approved by Tenant (not to be unreasonably withheld), except that each individual disbursement of the Allowance for increases set forth in approved change orders; and (d) wages, labor and overhead for overtime and premium time unless approved by Landlord Tenant (which approval shall not be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter definedunreasonably withheld, conditioned or delayed). “Adjusted;.

Tenant Improvement Allowance. Subject During the initial Lease Term, Landlord shall pay to Tenant in accordance with this Section 8.6 an amount not to exceed the amount of $5,000.00 (the “Tenant Improvement Allowance”), provided as of the date on which Landlord is required to make any payment or credit thereof, (i) this Lease is in full force and effect, and (ii) no default under this Lease shall have occurred and be continuing. The Tenant Improvement Allowance shall be payable on account of (i) costs of labor directly related to, and materials delivered to the terms Premises in connection with, any Alterations performed by Tenant during the initial Lease Term, and (ii) costs, incurred by Tenant during the initial Lease Term, of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum furniture and equipment (“Allowance”inclusive of wiring and white boards) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot acquired for 105,696 rentable square feet use in the Initial Premises. Tenant shall submit not be entitled to receive any portion of the Tenant Improvement Allowance not actually expended by Tenant pursuant to the immediately preceding sentence. Upon the occurrence of the date that is the day following the expiration of Lease Month 62, any amount of the Tenant Improvement Allowance that has not been previously disbursed shall be retained by Landlord. Landlord shall make payments, from time to time but not more frequently than once per month, of any applicable portion of the Tenant Improvement Allowance to Tenant within thirty (30) days after submission by Tenant to Landlord of a written requisition therefor, signed by the chief financial officer of Tenant and accompanied by (A) copies of paid invoices covering Tenant’s good faith estimate performance of all Alterations theretofore approved by Landlord in accordance with this Article 8 or copies of paid invoices for any costs described in item (“Qualified Cost Estimate”ii) of the Qualified Costs above, (hereinafter definedB) to be incurred by Tenant in connection with its move to and the construction of Initial a written certification from Tenant’s architect stating that all Alterations in the Premises. Installments of the Allowance shall be payable described on such invoices (if applicable) have been completed in accordance with the procedures set forth below. Installments of the Allowancefinal plans therefor, which shall that such work has been paid in no event exceed in the aggregate the amount of the Allowancefull by Tenant and that all contractors, shall be paid subcontractors and material suppliers have delivered to Tenant (orfinal, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors unconditional waivers and such failure to pay may give rise to a releases of lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; work (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for which shall be included with such architect’s certification), (C) proof of the such Alterations, together with copies satisfactory completion of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation required inspections and the data comprising issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments Building with respect to any requisition Alterations performed by Tenant, (D) final “as-built” plans and specifications for any Alterations performed by Tenant, and (E) such other documents and information as Landlord may reasonably request. Tenant shall pay all costs of Alterations in accordance with the terms hereof except that each individual disbursement excess of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Improvement Allowance.

Tenant Improvement Allowance. Subject Landlord shall make available to Tenant an allowance (the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Improvement Allowance”) in the amount of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot 100,000.00. The Improvement Allowance shall be used to pay for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be costs and expenses incurred by Tenant in connection with its move renovations, alterations, additions or improvements to the Premises made by or for Tenant at any time after the date this Agreement has been fully executed but prior to June 30, 2006 (collectively, “New Alterations”). New Alterations shall be subject to the conditions and the construction of Initial Alterations in the Premises. Installments requirements of the Allowance Lease. The architect designing, contractor performing and contract for any New Alterations work shall be payable in accordance subject to Landlord’s and Tenant’s reasonable review and approval. If such New Alterations work is performed by contractors who enter into direct contracts with Tenant, then upon the procedures set forth below. Installments completion of any New Alterations Tenant shall provide to Landlord a complete package of invoices, contracts, permits, warranties and lien waivers pertaining to the AllowanceNew Alterations work, which shall in no event exceed in the aggregate the amount of the Allowancebe subject to Landlord’s reasonable review and approval (which shall not be unreasonably withheld, conditioned or delayed). Upon such approval, Landlord shall be paid provide to Tenant (ora check for the approved costs and expenses for such New Alterations work, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option written direction, shall remit payments to the third parties to whom such payments are owed and who have provided (or shall provide) lien waivers for such payments. Whether such New Alterations work is performed by contractors who enter into direct contracts with Landlord or with Tenant, in no event shall Landlord be obligated to remit to or on behalf of Tenant an amount, in the aggregate, in excess of the Improvement Allowance for the New Alterations work. Tenant shall at its sole cost and expense pay for any and all costs and expenses of any such New Alterations work in excess of the Improvement Allowance before or concurrently with Landlord’s payment for same as provided above. Landlord hereby acknowledges that, at Tenant’s contractorselection, with respect to Qualified Costs theretofore incurred by Tenant (may contract for the New Alterations work and not theretofore paid to manage the New Alterations work, or Tenant or which were may contract for the New Alterations work and, at Tenant’s responsibility as set forth in this Article 38) for which sole cost and expense, engage a third-party construction manager to manage such work, or Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees may request that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor managing agent contract with the contractor performing such New Alterations work and/or manage such New Alterations work. At the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies time of all construction contracts for the such AlterationsLandlord’s approval, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Landlord shall also notify Tenant of any improvements contained in the work done and a good faith estimate New Alterations which Landlord will require Tenant to remove at the termination of the cost Lease. If Landlord fails to complete the Initial Alterations to the Premises. Upon completion notify Tenant within 10 business days of the Initial AlterationsApproval, then the improvements in the New Alterations shall become the property of Landlord and as part shall be surrendered to Landlord upon the expiration or earlier termination of the requisition for final disbursement of the Allowance for hard construction costs, this Lease and Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect have no obligation to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedremove them.

Tenant Improvement Allowance. Subject In addition to the terms of this Space Plan Allowance described in Section 38 set forth 5.5 below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments receive from Landlord a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the aggregate amount of up to, but not exceeding, Two Million Eight Hundred Twenty-Two Thousand Four Hundred Eighty-Eight Dollars ($2,822,488.00) (i.e., $38.00 per square foot of usable area of the Premises), to help Tenant pay for the costs (collectively, the “Tenant Improvement Costs”) of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”). Notwithstanding the foregoing to the contrary, (a) with respect to any requisition in accordance with the terms hereof except that each individual disbursement Construction Premises, Tenant may not use, and Landlord shall not be obligated to disburse, a portion of the Tenant Improvement Allowance by to help Tenant pay for the Tenant Improvement Costs for such Construction Premises in an amount greater than $38.00 per square foot of usable area of such Construction Premises (each such portion of the Tenant Improvement Allowance referred to herein as the “TI Allowance Portion”), and (b) Landlord shall be in make each TI Allowance Portion available to help Tenant pay for the same ratio Tenant Improvement Costs for the Construction Premises applicable thereto commencing upon the following dates (each, a “TI Portion Availability Date”): (i) with respect to the Initial Premises only, upon the date of execution of this Lease; and (ii) with respect to each Construction Premises which is other than the Initial Premises, upon the date Landlord delivers possession of such Construction Premises to Tenant. In no event shall Landlord be obligated to make disbursements of the Tenant Improvement Allowance (or portions thereof) pursuant to this Tenant Work Letter: (A) in a total amount properly requisitioned as which exceeds Two Million Eight Hundred Twenty-Two Thousand Four Hundred Eighty-Eight Dollars ($2,822,488.00); and (B) with respect to each Construction Premises, (1) in an amount greater than the TI Allowance bears Portion applicable thereto, or (2) on a date prior to the Adjusted Qualified Cost Estimate TI Portion Availability Date applicable thereto. Except as otherwise provided in Section 2.1.2, below, Tenant shall not be entitled to receive as a cash payment or credit against Rent or otherwise any unused part of the TI Allowance Portion that is applicable to a particular Construction Premises that is not used to pay for the Tenant Improvement Costs for the Tenant Improvement Allowance Items (hereinafter defined). “Adjustedas defined below) applicable and pertaining to such particular Construction Premises.

Tenant Improvement Allowance. Subject to Landlord shall provide an allowance of Twenty-eight and 50/100 Dollars ($28.50) per rentable square foot of the terms Leased Premises (the “Tenant Improvement Allowance”) for the design and construction of this Section 38 set forth the Leased Premises, which shall include any permitting and design fees, including Mechanical, Electrical and Plumbing design fees, and the installation of Tenant’s suite signage. Tenant agrees that the Landlord can deduct from the Tenant Improvement Allowance the cost of Tenant’s Work, defined below, there including reasonable out-of-pocket expenses actually incurred by the Landlord and its consultants for said Tenant’s Work (e.g. design and architectural fees, mechanical, electrical, plumbing and structural engineering fees, reproduction costs of permits and inspections for Tenant’s Work) and Landlord’s construction management fee of three percent (3%) of the cost of Tenant’s Work. Any actual cost of Tenant’s Work in excess of the Tenant Improvement Allowance (the “Excess Cost”) shall be at Tenant’s sole cost and expense and shall be paid by the Tenant to Landlord as the Landlord’s contribution toward upon within seven (7) days after Tenant’s Initial Alterationsreceipt of written notice thereof from Landlord. Any unused portion of the Tenant Improvement Allowance, the sum up to but not exceeding Eighteen and 50/100 Dollars (“Allowance”$18.50) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot of the Leased Premises, remaining after substantial completion of Tenant’s Work, can be used by Tenant to offset the cost of furniture, fixtures and equipment for 105,696 rentable square feet the Leased Premises (“FF&E Costs”), as a reimbursement for Tenant’s cost incurred in relocating its business to the Initial PremisesLeased Premises (“Moving Expenses”; Tenant’s FF&E Costs and Moving Expenses are collectively referred to herein as “Tenant’s Costs”) or as credit toward future Rent (a “Rent Credit”), provided that notice of such use is provided by Tenant to Landlord on or before the Allowance Expiration Date, defined below. The election by Tenant to be provided with a Rent Credit, or for reimbursement for Tenant’s Costs, or for some combination thereof, shall be made by Tenant no later than the Allowance Expiration Date. Any reimbursement of Tenant’s Costs requested by Tenant shall submit be made by Landlord within thirty (30) days following Landlord’s receipt of documentation reasonably acceptable to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate reflecting the amount of such costs, provided that such documentation is received by Landlord prior to the AllowanceAllowance Expiration Date. Any portion of the Tenant Improvement Allowance remaining unused after March 31, 2015 (the “Allowance Expiration Date”) shall be paid to Tenant (orretained by Landlord; provided, at Landlord’s option if however, that notifying Landlord reasonably determines on or before the Allowance Expiration Date that Tenant is not paying its contractors and such failure elects to pay may give rise to use all or a lien against the Building, to the order portion of the contractor that performed unused Tenant Improvement Allowance as a Rent Credit shall constitute using the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant Rent Credit on or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of before the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedExpiration Date.

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount as set forth in Section 5 of the Landlord as Summary to the Landlord’s contribution toward Tenant’s Initial Alterations, Lease (the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments with respect use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any requisition applicable restrictions, conditions, limitations, reductions or charges set forth in accordance the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant EXHIBIT B Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the terms hereof except that each individual disbursement Building upon expiration or termination of the Allowance by Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the same ratio Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount properly requisitioned stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs; and (j) costs due to compliance with the Allowance bears to soil management plan for the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedProject or its appendices.

Tenant Improvement Allowance. Subject Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of $60.00 per rentable square foot of the Premises for the costs relating to the initial design and construction of Tenant’s improvements, which, except as provided in Section 2.2.1.10, below, are permanently affixed to the Premises (the “Tenant Improvements”). Except with respect to the Landlord Work, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance and “Landlord’s Drawing Contribution”(as that term is defined below). In the event that the Tenant Improvement Allowance for any particular portion of the Premises is not fully utilized by Tenant within one (1) year after the applicable Rent Commencement Date for such portion, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vender to the extent performing work in the riser must be reasonably approved by Landlord, and that the amount and location of any such cabling must be reasonably approved by Landlord, subject to the terms of Section 6.1.7 of the Lease. All Tenant Improvements for which the Tenant Improvement Allowance has been used shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; provided, however, that, notwithstanding the foregoing, (i) upon request by Tenant at the time of Tenant’s request for Landlord’s approval of the “Final Working Drawings,” as that term is defined in Section 3.3 of this Tenant Work Letter, Landlord shall notify Tenant whether the Tenant Improvements will be required to be removed pursuant to the terms of this Section 38 set forth below2.1, there and (ii) Tenant’s removal and restoration obligation with respect to the Tenant Improvements shall be paid by subject to the Landlord as terms of Section 8.5 of the Lease, including, without limitation, any restrictions on Landlord’s contribution toward right to require Tenant’s Initial Alterationsremoval of specific improvements. In addition, the sum (“Allowance”) of Landlord shall contribute an amount not to exceed $7,191,555.84, based upon a contribution of $68.04 0.15 per rentable square foot for 105,696 rentable square feet in of the Initial Premises, the Must-Take 1 Space, and the Must-Take 2 Space (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Tenant Improvements shall be available for use by Tenant. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: deliver one (1) general contractor hard copy and architect’s completion affidavits, one (21) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans electronic copy of the Alterations, and preliminary space plan to Landlord within fifteen (515) the certification of days after Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best execution of the architect’s knowledge, information and belief, Lease (the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application“Space Plan Delivery Date”). Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in disburse such Landlord Drawing Contribution amount within thirty (30) days of written request by Tenant accompanied by an invoice and proof of payment from the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedArchitect for such work.

Tenant Improvement Allowance. Subject In addition to the terms of this Space Plan Allowance described in Section 38 set forth 5.5 below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments receive from Landlord a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the aggregate amount of up to, but not exceeding, Nine Hundred Eighty-Nine Thousand Nine Hundred Seventy-Six Dollars ($989,976.00) (i.e., $38.00 per square foot of usable area of the Premises), to help Tenant pay for the costs (collectively, the “Tenant Improvement Costs”) of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”). Notwithstanding the foregoing to the contrary, (a) with respect to any requisition in accordance with the terms hereof except that each individual disbursement Construction Premises, Tenant may not use, and Landlord shall not be obligated to disburse, a portion of the Tenant Improvement Allowance by to help Tenant pay for the Tenant Improvement Costs for such Construction Premises in an amount greater than $38.00 per square foot of usable area of such Construction Premises (each such portion of the Tenant Improvement Allowance referred to herein as the “TI Allowance Portion”), and (b) Landlord shall be in make each TI Allowance Portion available to help Tenant pay for the same ratio Tenant Improvement Costs for the Construction Premises applicable thereto commencing upon the following dates EXHIBIT D (each, a “TI Portion Availability Date”): (i) with respect to the Initial Premises only, upon the date of execution of this Lease; and (ii) with respect to each Construction Premises which is other than the Initial Premises, upon the date Landlord delivers possession of such Construction Premises to Tenant. In no event shall Landlord be obligated to make disbursements of the Tenant Improvement Allowance (or portions thereof) pursuant to this Tenant Work Letter: (A) in a total amount properly requisitioned as which exceeds Nine Hundred Eighty-Nine Thousand Nine Hundred Seventy-Six Dollars ($989,976.00); and (B) with respect to each Construction Premises, (1) in an amount greater than the TI Allowance bears Portion applicable thereto, or (2) on a date prior to the Adjusted Qualified Cost Estimate TI Portion Availability Date applicable thereto. Except as otherwise provided in Section 2.1.2, below, Tenant shall not be entitled to receive as a cash payment or credit against Rent or otherwise any unused part of the TI Allowance Portion that is applicable to a particular Construction Premises that is not used to pay for the Tenant Improvement Costs for the Tenant Improvement Allowance Items (hereinafter defined). “Adjustedas defined below) applicable and pertaining to such particular Construction Premises.

Tenant Improvement Allowance. Landlord and Tenant hereby acknowledge and agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of Section 4 above, are estimated to be approximately [ * ] (the “Estimated TI Costs”), as more particularly summarized in the Bid Summary attached hereto as Schedule 3. If the actual Tenant Improvement Costs varies from this estimate by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion: (a) except as otherwise provided in Section 3(k) above, changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below) or Tenant to pay Landlord the amounts set forth in Section 3(k) above, or any combination thereof as directed by Landlord; (c) Tenant to provide to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord’s contribution of the Tenant Improvement Allowance (defined in Section 10 below) or Tenant to pay Landlord the amounts set forth in Section 3(k) above, or any combination thereof as directed by Landlord. Subject to the terms foregoing, Landlord shall provide an allowance for the planning and construction of this Section 38 set forth belowthe Tenant Improvements for the Work to be performed in the Premises, there shall be paid by as described in the Landlord as Initial Plans and the Landlord’s contribution toward Tenant’s Initial AlterationsFinal Drawings, in the sum amount of [ * ] (the “Tenant Improvement Allowance”) of $7,191,555.84, based upon a contribution an allowance of $68.04 [ * ] per rentable square foot for 105,696 rentable 32,805 square feet of the Premises which is to be improved, as described in the Initial PremisesPlans and the Final Drawings; provided, however, a portion of the Tenant Improvement Allowance up to [ * ] per rentable square foot of the Premises (or a total of up to [ * ]) may be used by Tenant toward the costs of purchasing, transporting and installing the Cubicles and Equipment, provided, however, that Landlord shall purchase not less than seventy-three (73) Cubicles as provided in Section 35 of the Lease. Tenant shall submit not be entitled to any credit, abatement or payment from Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate that the amount of the AllowanceTenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for generic [ * ] = Certain confidential information contained in this document, shall be paid marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order Rule 24b-2 of the contractor that performed the work set forth in the respective invoices) orSecurities Exchange Act of 1934, at Tenant’s option as amended. office non-specific to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoicesPermitted Uses, and generic lab improvements, and the Cubicles and Equipment (iii) in for purposes of this Section 8, the case of construction costs term “generic lab improvements” means Building Standard finishes (a) an application for payment walls, floors, ceilings, doors, windows, etc.), Building Standard lighting, Building Standard convenience electrical, standard HVAC capacity and sworn statement of a contractor performing general contracting work in distribution for open office area and excludes all plumbing, piping or other mechanical work). The Tenant Improvement Allowance shall be the Premises substantially in maximum contribution by Landlord for the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Tenant Improvement Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations shall be subject to the Premises. Upon completion provisions of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedSection 10 below.

Tenant Improvement Allowance. Subject Landlord shall provide Tenant a leasehold improvement allowance of up to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 30.00 per rentable square foot for 105,696 rentable square feet in of the Premises (the "Allowance") toward the cost of the Initial PremisesTenant Improvements (including the cost of architectural, engineering and construction drawings, of reasonable moving expenses, of obtaining necessary permits and of constructing the interior improvements, except that Tenant may not use the Allowance to pay for trade fixtures, equipment, furniture or other removable personal property of Tenant). Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the The Allowance shall be payable in accordance with the procedures set forth below. Installments disbursed to Tenant by Landlord promptly after submission by Tenant to Landlord of evidence of the Allowance, which shall in no event exceed in the aggregate the amount costs and expenses of the AllowanceInitial Tenant Improvements, shall be paid to Tenant (orevidence of payment thereof by Tenant, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, waivers from all persons supplying labor or materials to the order of the contractor that performed the work set forth in the respective invoices) orInitial Tenant Improvements, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as information or documentation that Landlord or Landlord’s Mortgagee may reasonably require; request (iv) a cost breakdown including the requirements for each trade or subcontractor performing final disbursement listed in the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for following paragraph). If the such Alterations, together with copies of all change orders, if any; costs and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion expenses of the Initial AlterationsTenant Improvements, and as part of the requisition for final disbursement of the Allowance for hard construction costswhether constructed by Landlord or by Tenant, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds exceed the Allowance, Tenant shall be entitled solely responsible for payment of any excess. Landlord shall not charge Tenant a construction supervision or similar fee in connection with any oversight by Landlord of the construction of the Initial Tenant Improvements and Landlord shall not charge Tenant any fee for Landlord's review of plans or construction drawings for the Initial Tenant Improvements. If Tenant requests, Landlord agrees to disburse the Allowance pursuant to monthly "draws", in accordance with this paragraph. To request a disbursement from the Allowance, Tenant may submit (no more frequently than monthly) an application for payment prepared by Tenant's contractor for the Initial Tenant Improvement work completed and Landlord will pay a pro rata portion (if the estimated costs for the construction of the Initial Tenant Improvements exceed the Allowance; Tenant shall be responsible to pay at that time its pro rata portion of the cost of the work covered by the application for payment) of a properly submitted application for payment based on the total estimated costs for the Initial Tenant Improvements. A properly submitted application for payment must include a general contractor's affidavit and unconditional lien waivers and subcontractor's lien waivers and an affidavit from Tenant's general contractor certifying the cost and stating that it has delivered to Landlord all lien waivers and that the contractor has paid all debts for Initial Tenant Improvements, all in form and substance reasonably acceptable to Landlord and such other documentation as Landlord may reasonably request. Landlord will pay its pro rata portion of a properly submitted application for payment within 30 days of receipt. Landlord will only pay the last installment of the Allowance upon final completion of the Initial Tenant Improvements, the issuance of a certificate of occupancy by the appropriate governmental authorities, receipt of Tenant's signed statement that it is satisfied with the Initial Tenant Improvements and that all contractors have been paid, receipt of a certificate of completion signed by Tenant's architect, and receipt of a complete set of "as built" plans and specifications. Landlord shall have no obligation to make any final disbursement of the Allowance, unless, in connection therewith, Tenant delivers to Landlord a statement signed by Tenant acknowledging that the entire Allowance has been disbursed in full to Tenant and that the offset rights provided in the following paragraph are of no further force or effect. If Landlord shall default in its obligation to fund the Allowance, Tenant may provide Landlord written notice of default, which notice shall specify the amount of the Allowance Tenant claims Landlord has failed to pay. If Landlord fails to cure the default within 30 days following Tenant's notice, Tenant may set off the Allowance owed to Tenant against Minimum Annual Rent (but not payments of Operating Expenses) payable under this lease subject to the following condition: if Landlord disputes in good faith (by written notice to Tenant) Tenant's right to the claimed unfunded Allowance, Tenant shall have no right of setoff hereunder unless and until Tenant has obtained a final, non-appealable money judgment in favor of Tenant. If the total Allowance disbursed by Landlord to Tenant (the "Actual Allowance") is less than $30.00 multiplied by the rentable square footage of the Premises (the "Available Allowance"), the Minimum Annual Rent payable with respect to any requisition each lease year during the initial Term will be decreased by an amount equal to (i) the difference between the Available Allowance and the Actual Allowance disbursed, multiplied by (ii) .2055. For example, if the Actual Allowance disbursed is $100,000 less than the Available Allowance of $30 per rentable square foot, the Minimum Annual Rent payable in accordance with each lease year of the terms hereof except that each individual disbursement of initial Term shall be decreased by $20,550 ($100,000 times .2055). At Tenant's request (which request must be made prior to February 15, 2001), Landlord will increase the Allowance by Landlord shall an amount not to exceed $2.00 per rentable square foot (the "Increase"). In such event, the Minimum Annual Rent will be increased by an amount equal to the Increase multiplied by .2316. For example, if the Increase in the same ratio to Allowance is $150,000, the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate Minimum Annual Rent will increase by $34,740 (hereinafter defined$150,000 times .2316). “Adjusted.

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid by Landlord up to the Landlord as amount set forth in Section 5 of the Landlord’s contribution toward Tenant’s Initial Alterations, Summary (the sum (“Tenant Improvement Allowance”) ), which amount is being made available by Landlord to be applied towards the Cost of $7,191,555.84, based upon a contribution Improvements for the construction of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises, less any reduction in or charge against such amount expressly allowed to be made from the Tenant Improvement Allowance pursuant to any applicable provisions of the Lease or of this Tenant Work Letter. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoingTenant Improvement Allowance (and Additional TI Allowance, if Tenant elects to use such amounts), including (but not limited to) any costs or cost increases incurred as a result of Tenant Delays, governmental requirements or unanticipated conditions (unless caused by Landlord or otherwise disallowed pursuant to Section 2(d)(i) of this Tenant Work Letter), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the Qualified Cost Estimate exceeds the Allowancerestrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments with respect use or apply the entire Tenant Improvement Allowance (and Additional TI Allowance, if Tenant elects to use such amounts) toward the Cost of Improvements of the Tenant Improvements (subject to any requisition applicable restrictions, conditions, limitations, reductions or charges set forth in accordance the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the terms hereof except that each individual disbursement Building upon expiration or termination of the Allowance Lease, and (ii) except as otherwise expressly provided in this Tenant Work Letter or expressly approved by Landlord in writing, any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant prior to July 1, 2019, shall expire and shall no longer be in the same ratio available to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant thereafter.

Tenant Improvement Allowance. Subject Lessee shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Two Hundred Sixty-Six Thousand and No/100 Dollars ($266,000.00) (i.e., $20.00 per rentable square foot of the Expansion Premises) for the costs relating to the design and construction of Lessee’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Lessor be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Lessee on or before the first (1st) anniversary of the Expansion Commencement Date (the “TIA Expiration Date”), then such unused amounts shall revert to Lessor, and Lessee shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Lessor’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Lessor containing at least three (3) independent cabling vendors, and that the amount and location of any such cabling must be approved by Lessor (such EXHIBIT B -1- FIFTH AMENDMENT TO LEASE [11099 North Xxxxxx Xxxxx Road] [DermTech, Inc.] approval not to be unreasonably withheld). All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Lessor’s property under the terms of the Lease; provided, however, Lessor may, by written notice to Lessee prior to the end of the Expansion Term, or given following any earlier termination of the Lease, as amended, require Lessee, at Lessee’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal; provided, however, that, notwithstanding the foregoing, upon request by Lessee at the time of Lessee’s request for Lessor’s approval of the “Final Working Drawings,” as that term is defined in Section 3.3 of this Tenant Work Letter, Lessor shall notify Lessee whether the Tenant Improvements will be required to be removed pursuant to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjusted2.1.

Tenant Improvement Allowance. A. Subject to Tenant's compliance with the terms provisions of this Section 38 set forth belowEXHIBIT B, there Landlord shall provide to Tenant an allowance in the amount of Seventeen Thousand Seven Hundred Twelve dollars ($17,712.00) (the "Tenant Improvement Allowance") to construct and install only the Tenant Improvements. The Tenant Improvement Allowance shall be used to design, prepare, plan, obtain the approval of, construct and Install the Tenant Improvements and for no other purpose. However, the cost to demise the security panel closet within the Expansion Premises shall be paid by Landlord in its entirety, and said cost shall not be deducted from the Tenant Improvement Allowance. Except as otherwise expressly provided herein, Landlord as shall have no obligation to contribute the Landlord’s contribution toward Tenant’s Initial Alterations, Tenant Improvement Allowance unless and until the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Construction Documents have been approved by Landlord and Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection has complied with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work all requirements set forth in the respective invoices) or, at Tenant’s option Paragraph 4.C. of this EXHIBIT B. in addition to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if Landlord shall have no obligation to disburse all or any portion of the Qualified Cost Estimate exceeds Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the Allowance, terms and conditions of Section 5.B. below prior to that date which is six (6) months after the Lease Commencement Date (as such term is defined in the Basic Lease Information and Section 2 of the Lease). The costs to be paid out of the Tenant Improvement Allowance shall be entitled to payments with respect to any requisition in accordance include all reasonable costs and expenses associated with the terms hereof except that each individual disbursement design, preparation, approval, planning, construction and installation of the Allowance by Landlord shall be in Tenant Improvements (the same ratio to "Tenant Improvement Costs"), including all of the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfollowing:

Tenant Improvement Allowance. Subject Prior to the Commencement Date and during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements in the Premises (the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of this Section 38 set forth belowthe Allowance (as hereinafter defined)), there prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be paid by the Landlord as the subject to Landlord’s contribution toward prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant’s Initial Alterations, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the sum Premises (the “Allowance”) toward only the following costs: (i) any cost of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in installing the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (Improvements on an “Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable as completed” basis which is performed in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors Plans and such failure to pay may give rise to a lien against the Building, related to the order work to be done for the purpose of preparing the contractor that performed the work set forth in the respective invoices) or, at Premises for Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (occupancy and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoicesuse, (ii) in the case cost of Professional Services Contractspreparing the Plans, invoices(iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (iiiv) in a construction management fee equal to four percent (4.0%) of the case total cost of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in constructing the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is Tenant Improvements to be made paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement portion of the Allowance for hard costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction costsmanagement fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall furnish be responsible for promptly paying such increased costs within thirty (30) days after Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the applicationdemands same. Notwithstanding the foregoing, if any change order(s) requested by Tenant which will result in an increase in the Qualified Cost Estimate exceeds cost of the Allowanceconstruction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall be entitled have the right to payments with respect to apply any requisition in accordance with the terms hereof except that each individual disbursement unused portion of the Allowance by Landlord (not to exceed Twenty-Nine Thousand Three Hundred Sixty-Two and 50/100 Dollars ($29,362.50)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedretained by Landlord.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the amount of [ * ] per rentable square foot of the Premises for the costs relating to the construction of Tenant's improvements which are permanently affixed to the Premises and the construction of the Generator and Tank as contemplated by Section 29.33 of the Lease (the "Tenant Improvements"). To the extent that any requisition portion of the Tenant Improvement Allowance remains following the completion of construction the Tenant's Improvements, such amount may be applied by Tenant toward its architectural and engineering expenses. The Tenant Improvement Allowance may be allocated at Tenant's election over any portion of the Premises or phased occupancy thereof (e.g., if the Tenant Improvement construction process is phased over three (3) areas of the Premises approximately equal in accordance size and Tenant elects to spend [*] per rentable EXHIBIT B * Portions redacted pursuant to a request for confidential treatment filed with the terms hereof except that each individual disbursement Securities and Exchange Commission. square foot on the first phase, there shall be no Tenant Improvement Allowance for the second or the third phase). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Subject to Tenant's rights under Section 8.5 of the Lease, all Tenant Improvements for which the Tenant Improvement Allowance by Landlord has been actually used shall be in deemed Landlord's property under the same ratio to terms of the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedLease.

Tenant Improvement Allowance. Subject A Tenant Improvement Allowance (the "Tenant Improvement Allowance") of up to $64,440.00 (i.e., $5.00 per square foot ---------------------------- of the Fifth Expansion Space) shall be made available to Tenant for the construction of the Tenant Improvements on the terms of this Section 38 and conditions set forth below, there herein. Tenant agrees and acknowledges that the Fifth Expansion Space Base Monthly Rent shall be paid increased by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 0.0254 per rentable square foot for 105,696 rentable square feet each $1.00 of the Tenant Improvement Allowance that is used by Tenant. Thus, if the entire Tenant Improvement Allowance is used by Tenant, the Fifth Expansion Space Base Monthly Rent would be increased by $1,636.78 per month (i.e., $64,440.00 x $0.0254). In the event any portion of the Tenant Improvement Allowance is used by Tenant, Landlord and Tenant agree to enter into an amendment to the Lease to reflect such increase to the Fifth Expansion Space Base Monthly Rent. The Tenant Improvement Allowance shall be applied against the costs and expenses incurred in connection with the Initial performance of the Tenant Improvements work, including the design, permitting, demolition, procurement of supplies and materials, construction and installation of the Tenant Improvements. The Tenant Improvement Allowance shall be used for standard interior improvements within the Premises. None of the Tenant Improvement Allowance shall be used for specialized improvements, cabling, equipment, trade fixtures, rent or relocation expenses. Not sooner than the date on which the Tenant Improvements work within the Premises has been commenced, Tenant may submit invoices to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) for payment out of the Qualified Costs Tenant Improvement Allowance to reimburse Tenant or to pay Tenant's contractor directly (hereinafter definedif so requested by Tenant) for Tenant Improvements costs incurred for work actually performed within the Premises. Following Landlord's receipt of such invoices, Landlord shall within thirty (30) days thereafter pay Tenant for the amount requested in such invoice; provided in no event shall Landlord be obligated to be pay Tenant more than the maximum amount of the Tenant Improvement Allowance. Any expenses incurred by Tenant for the Tenant Improvements work in connection with its move to and the construction of Initial Alterations in the Premises. Installments excess of the Tenant Improvement Allowance shall be payable in accordance with the procedures set forth belowat Tenant's sole cost and expense. Installments Landlord shall have no obligation to disburse any portion of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) Improvement Allowance for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees invoices that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance received by Landlord shall be in on or after the same ratio to sixtieth (60th) day following the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedFifth Expansion Space Commencement Date.

Tenant Improvement Allowance. Subject Landlord agrees to provide to Tenant an allowance with respect to the terms Premises of this Section 38 set forth below, there shall be paid by up to a total of [redacted] (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Tenant Improvement Allowance”) of $7,191,555.84), based upon a contribution of $68.04 on [redacted] per rentable square foot for 105,696 rentable square feet in of the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) agrees that at least [redacted] of the Qualified Costs (hereinafter defined) to Tenant Improvement Allowance may be incurred by Tenant in connection with its move to and applied toward the construction cost of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, all (i) in the case of other than costs incurred under design (e.g., architectural and engineering contracts fees) and construction (collectively including the cost of any permitted signage) (collectively, the “Professional Services ContractsConstruction Costs”) or under and (ii) all construction contractsmanagement fees; and that no more than [redacted] of the Tenant Improvement Allowance may be applied toward (i) the cost to purchase and install furniture, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction fixtures and Professional Services Contractsequipment, paid invoicesincluding Tenant’s security system, (ii) in the case of Professional Services Contractscost to AFDOCS//21459967 purchase and install Tenant’s telecommunication cabling and equipment, invoices(iii) so-called “soft costs” (including permitting fees), and (iiiiv) in upon written notice to Landlord, the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in next coming Base Rent due under the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part Lease. Any portion of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement Improvement Allowance not used by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of this Work Letter within [redacted] after the Effective Date of the Allowance Lease shall be deemed forfeited by Tenant. All of the Tenant Work paid for by Landlord shall be the property of Landlord and shall be depreciated by Landlord. Tenant, with Landlord’s approval, not to be unreasonably withheld, conditioned or delayed, shall engage a qualified general contractor to perform Tenant’s leasehold improvements pursuant to a separate written agreement between Tenant and the general contractor, and Tenant shall promptly provide Landlord with a copy of such agreement. Such general contractor will perform the construction of the Premises on behalf of Tenant. Tenant shall cause its general contractor to meet with the Landlord’s agent as Landlord reasonably deems necessary to inform the various parties of the design, to assure compliance with the terms of the Lease, to coordinate construction of the Premises, to participate in walk-throughs, punch lists, etc. or for any other reason reasonably deemed necessary by Landlord. Landlord will further have the right to enter the Premises during construction thereof at any time and from time to time to inspect the Tenant Work for compliance with the provisions hereof and the Tenant Construction Documents. Landlord will charge a [redacted] supervisory fee for construction administration/coordination (based on the hard construction costs payable to Tenant’s general contractor), which shall be paid out of the Tenant Improvement Allowance. If Landlord engages a third party architect, engineer, or similar consultant to review Tenant’s Tenant Construction Documents (as defined in Section VI hereof) (e.g., the Tenant Work affects base Building structure and/or systems, etc.), any cost incurred by Landlord shall be considered included in the same ratio supervisory fee and Tenant will not be responsible for these costs. Landlord shall have no obligation to manage the amount properly requisitioned as construction process and shall have no responsibility for any delays or cost overruns. With the Allowance bears exception of the [redacted] supervisory fee, there shall be no other fee or charge to Landlord in connection with the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedTenant Work, including any fee or charge for utilities or for the use of the loading dock or freight elevator during construction or in connection with Tenant’s move into the Building.

Tenant Improvement Allowance. Subject to the terms of this Section 38 any restrictions, conditions or limitations expressly set forth belowin this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, there the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount as set forth in Section 5 of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord as to be applied towards the Landlord’s contribution toward Tenant’s Initial Alterations, Cost of Improvements for the sum (“Allowance”) construction of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet the Tenant Improvements in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (orresponsible, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors sole cost and such failure to pay may give rise to a lien against the Buildingexpense, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified entire Cost of Improvements of the Tenant Improvements in excess of the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to payments with respect use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any requisition applicable restrictions, conditions, limitations, reductions or charges set forth in accordance the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the terms hereof except that each individual disbursement Building upon expiration or termination of the Lease, and except as otherwise expressly provided in this Tenant Work Letter or expressly approved by Landlord in writing, any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant prior to the later to occur of (i) the date that is 18 months after the Lease Commencement Date, and (ii) the date of receipt of the Substantial Completion Certificate, shall expire and shall no longer be available to Tenant thereafter. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the same ratio Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the amount properly requisitioned as extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Allowance bears to Premises for the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedPermitted Use assuming a normal and customary office occupancy density;

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of Four Million Three Hundred Forty-Five Thousand One Hundred Twenty-Three Dollars ($4,345,123.00) for the costs relating to the design and construction of Tenant's improvements (the "TENANT IMPROVEMENTS"). Tenant shall have the right to defer the construction of Tenant Improvements for space in the Building which Tenant elects not to initially build-out until no later than three (3) years after the Lease Commencement Date; however, (i) if Tenant elects to commence construction of Tenant Improvements for any space in the Building, such construction may not thereafter be deferred, and (ii) any such deferral shall be deemed a Tenant Delay so that the Lease Commencement Date shall not be delayed. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance (except as expressly contemplated by this Tenant Work Letter). Any portion of the Tenant Improvement Allowance remaining after construction of the Tenant Improvements for the Building may be used by Tenant for Tenant Improvements for such Building before the first anniversary of the Lease Commencement Date for such Building; provided, however, Tenant shall have the right to transfer portions of the Tenant Improvement Allowance among the Building and Buildings 1 and 5 for Tenant Improvements and space planning costs only. Further, Tenant shall allocate and use a minimum Tenant Improvement Allowance for "hard costs" (i.e., costs incurred under the general contract with respect to any requisition Contractor) of Tenant Improvements in accordance with an amount not less than Two Million Eight Hundred Thirty-Nine Thousand One Hundred Forty-Three Dollars ($2,839,143.00). All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property except as described under the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedSection 8.5 of this Lease.

Tenant Improvement Allowance. Subject In addition to the terms any sums expended by Landlord on Phase 1 and Phase 2 of this Section 38 Landlord’s Work, as set forth belowin section 4 above, there Landlord shall be paid by make available to Tenant a tenant improvement allowance of up to $45,000 (the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Additional TI Allowance”) of $7,191,555.84), based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) such allowance to be incurred by Tenant in connection with its move to and used for the construction of Initial Alterations fixed and permanent improvements in the Premises. Installments of the Allowance Second Expansion Premises desired by and performed by Tenant (subject to Landlord’s supervision) and which improvements shall be payable of a fixed and permanent nature (the “Premises Improvements”). Tenant acknowledges that (i) Landlord’s prior written consent shall be required with respect to the Premises Improvements (which consent shall be granted or withheld in accordance with the procedures set forth below. Installments standards established in Section 12 of the AllowanceLease), which also shall in no event exceed in the aggregate the amount define any required restoration of the AllowanceSecond Expansion Premises at the end of the Term, and (ii) upon the expiration of the Term of the Lease, the Premises Improvements shall become the property of Landlord and may not be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, removed by Tenant. Notwithstanding anything to the order of contrary contained herein, the contractor that performed Additional TI Allowance shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, lab equipment, process equipment and other scientific equipment not incorporated into the work set forth in the respective invoices) orPremises Improvements. All furniture, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore personal property or other non-Building system materials or equipment paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, shall be the sole property of Tenant unless the same constitute Installations (ii) as defined in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part Section 12 of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts Lease). Except for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Additional TI Allowance, Tenant shall be entitled solely responsible for all of the costs of the Premises Improvements. The Premises Improvements shall be treated as Alterations and shall be undertaken pursuant to payments Section 12 of the Lease. Landlord shall have the right to approve the contractor for the Premises Improvements. Landlord shall not unreasonably delay its approval of such contractor. Landlord shall fund the Additional TI Allowance upon completion of the Premises Improvements and upon presentation to Landlord of a draw request containing unconditional lien waivers. Promptly following completion of the Premises Improvements and prior to funding by Landlord, Tenant shall provide to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Premises Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Premises Improvements. Tenant acknowledges and agrees that, notwithstanding anything to the contrary contained in the Lease, other than Phase 1 and Phase 2 of Landlord’s Work, Landlord requires that, where such restoration has been agreed as set forth in the preceding paragraph, Tenant remove the [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to any requisition in accordance with the terms hereof except that each individual disbursement omitted portions. Premises Improvements and restore the Premises to its original condition prior to the installation of the Allowance Premises Improvements (“Premises Restoration”) at the expiration or earlier termination of the Lease. If, as of the expiration or earlier termination of the Term, Tenant has not removed the Premises Improvements and completed the Premises Restoration as required hereunder, Landlord may undertake the removal of the Premises Improvements and the Premises Restoration. If Landlord undertakes the removal of the Premises Improvements and the Premises Restoration, Tenant shall pay to Landlord, within 10 days after written demand by Landlord, the costs and expenses incurred by Landlord shall be in to complete the same ratio to removal of the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedPremises Improvements and Premises Restoration.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for the costs relating to the remodel, design and construction of interior improvements and architectural/engineering services to the New Premises deemed necessary or useful by Tenant (the “Tenant Improvements”). As part of the Tenant Improvements and without limiting its other design and construction activities with respect to any requisition the Tenant Improvement Allowance, Tenant shall, with funds from the Tenant Improvement Allowance, construct the demising wall(s) shown on Exhibit A in accordance with building standards (the “Demising Wall”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant by the one year anniversary of the date of this First Amendment, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms hereof except that each individual disbursement of the Allowance Lease; provided, however, Landlord may, by Landlord shall be in the same ratio written notice to Tenant prior to the amount properly requisitioned as end of the Allowance bears Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Adjusted Qualified Cost Estimate (hereinafter defined)New Premises and Building caused by such removal and return the affected portion of the New Premises to a condition consistent with their condition existing prior to the installment of such Tenant Improvements. “Adjusted1.2

Tenant Improvement Allowance. Subject Landlord shall provide Tenant with a basic allowance for construction of Tenant's Improvements Work and to offset such other Tenant Improvement Costs as Tenant may incur in connection with this Lease in an amount determined by multiplying the terms sum of this Thirty Five Dollars ($35.00) times the number of square feet of Usable Area in the Premises as determined in accordance with Section 38 set forth below, there 1.05 ("Tenant Improvement Allowance"). All Tenant Improvement Costs in excess of the Tenant Improvement Allowance ("Tenant's Improvement Contribution") shall be paid by Tenant. The initial Tenant's Improvement Contribution shall be paid to Landlord fifteen (15) days after Tenant shall have approved a Cost Estimate or Revised Cost Estimate (as each term is defined in the Work Letter) and Landlord and Tenant have thereafter agreed on an estimate of Tenant Improvement Costs. In the event the actual Tenant Improvement Costs are less than the sum of the Tenant Improvement Allowance and Tenant's Improvement Contribution, then Landlord shall pay to Tenant within ten (10) days after such determination the amount by which the sum of the Tenant Improvement Allowance and Tenant's Improvement Contribution exceeded the actual Tenant Improvement Costs; provided , however, in no event shall the Landlord be required to pay an amount greater than the amount of Tenant's Improvement Contribution. The Tenant Improvement Allowance and Tenant's Improvement Contribution are herein collectively referred to as the Landlord’s contribution toward "Tenant Improvement Fund". In no event, however, shall amounts paid for Tenant’s Initial Alterations, 's moving costs from the sum Tenant Improvement Fund exceed Two Dollars (“Allowance”$2.00) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations Usable Area in the Premises. Installments In the event that the Tenant Improvement Costs exceed the Tenant Improvement Allowance, Tenant may elect by delivering written notice to Landlord within ten (10) days after the estimate of Tenant Improvement Cost is obtained pursuant to the Work Letter, to obtain from Landlord an additional allowance for the Tenant's Improvement Work ("Additional Tenant Improvement Allowance") in an amount not to exceed $5.00 per square foot of Usable Area in the Premises. The Additional Tenant Improvement Allowance shall be payable in accordance with fully amortized at nine percent (9%) interest per annum on the procedures set forth below. Installments unpaid balance over the initial Term of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, this Lease and shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred repaid by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility Landlord in equal monthly payments commencing on the Term Commencement Date as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedAdditional Rent.

Tenant Improvement Allowance. A. Subject to Tenant’s compliance with the provisions of this Exhibit F, Landlord shall provide to Tenant an allowance in the amount of Two Hundred Fifty Four Thousand Eight Hundred Eighty and 00/100 Dollars ($254,880.00) (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements; provided, however, Tenant shall have the right to utilize (i) up to Fifty Three Thousand One Hundred Dollars ($53,100.00) of the Tenant Improvement Allowance for the purchase of furniture for the Premises (as evidenced by third party invoices for such furniture costs) and (ii) all or a portion of the Tenant Improvement Allowance for the tenant improvements being constructed by Tenant at premises owned by affiliates of Landlord and to be leased by Tenant located at 1003 – 0000 Xxxxxxxx Xxxxxx, Menlo Park, California and 0000 Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx, subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the leases between Tenant and such affiliates of Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. The Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Improvement Allowance shall be payable in accordance used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work all requirements set forth in the respective invoices) or, at Tenant’s option Paragraph 4.C. of this Exhibit F. In addition to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if Landlord shall have no obligation to disburse all or any portion of the Qualified Cost Estimate exceeds Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the Allowanceterms and conditions of Section 5.B. below prior to December 31, 2012 (time being of the essence). The costs to be paid out of the Tenant Improvement Allowance shall be entitled to payments with respect to any requisition in accordance include all reasonable costs and expenses associated with the terms hereof except that each individual disbursement design, preparation, approval, planning, construction and installation of the Allowance by Landlord shall be in Tenant Improvements (the same ratio to “Tenant Improvement Costs”), including all of the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedfollowing:

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a one-time tenant improvement allowance (the "Tenant Improvement Allowance"), in the amount in the amount of $50.00 per RSF of the Premises (i.e., $5,485,050.00 for the 109,701 RSF of the Premises), for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully disbursed by Landlord to, or on behalf of, Tenant on or before August 1, 2019, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the requirement that any requisition in accordance with cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms hereof except that each individual disbursement of the Allowance Lease; provided, however, Landlord may, by Landlord shall be in the same ratio written notice to Tenant prior to the amount properly requisitioned as end of the Allowance bears Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant's expense, to remove any Tenant Improvements and to repair any damage to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedPremises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements.

Tenant Improvement Allowance. Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for the costs relating to the remodel, design and construction of interior improvements and architectural/engineering services to the New Premises deemed necessary or useful by Tenant (the “Tenant Improvements”). As part of the Tenant Improvements and without limiting its other design and construction activities with respect to any requisition the Tenant Improvement Allowance, Tenant shall, with funds from the Tenant Improvement Allowance, construct the demising wall(s) shown on Exhibit A in accordance with building standards (the “Demising Wall”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant by the one year anniversary of the date of this First Amendment, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms hereof except that each individual disbursement of the Allowance Lease; provided, however, Landlord may, by Landlord shall be in the same ratio written notice to Tenant prior to the amount properly requisitioned as end of the Allowance bears Lease Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedNew Premises and Building caused by such removal and return the affected portion of the New Premises to a condition consistent with their condition existing prior to the installment of such Tenant Improvements.

Tenant Improvement Allowance. Subject to the terms provisions of this Section 38 set forth belowsection 8, there the Landlord shall pay to the Tenant an allowance (the “Additional Premises Tenant Improvement Allowance”) calculated on the basis of $25.00 per square foot of the Additional Premises Area. It is expressly understood and agreed that the Additional Premises Tenant Improvement Allowance is to be paid for the purpose of reimbursing the Tenant for a portion of its out of pocket expenses in completing the Tenant’s Work in the Additional Premises and fully equipping the Additional Premises with all trade equipment, lighting fixtures, furniture and operating equipment, installing appropriate signage and moving into the Additional Premises. Provided the Tenant is not then in material breach of this Agreement, the Additional Premises Tenant Improvement Allowance shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon on a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, monthly draw basis to the order Tenant upon receipt by the Landlord of a statutory declaration stating that there are no claims of builders’ lien or other liens or encumbrances affecting the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, Additional Premises with respect to Qualified Costs theretofore incurred by Tenant (work, services, materials and not theretofore paid equipment relating to Tenant or which were the Additional Premises, and that the Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting ofdesigners, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contractscontractors, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contractssubcontractors, paid invoices, (ii) in the case of Professional Services Contracts, invoicesworks, and (iii) suppliers of materials and equipment have been paid in the case of construction costs (a) an application full for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located and services performed and materials and equipment supplied by them on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Additional Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds Landlord shall not be obligated to pay the Allowance, Additional Premises Tenant Improvement Allowance until the Tenant has executed and delivered a copy of this Agreement. The Landlord shall be entitled permitted to payments set off and deduct from the Additional Tenant Improvement Allowance any outstanding amounts owing by the Tenant to the Landlord pursuant to the Lease or this Agreement, provided that the Tenant is first given forty eight (48) hours notice with respect to any requisition such outstanding amounts in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio order to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedremedy such breach.

Tenant Improvement Allowance. Subject Xxxxxxxx has agreed to contribute a one-time tenant improvement allowance for the cost of preparing the T.I. Plans and Specifications related to Tenant Improvements and toward the cost of constructing the Tenant Improvements, (including, but not limited to, any necessary permits and approvals, and any necessary demolition work but excluding any costs of furniture, trade fixtures, equipment or personal property and/or any non-Building Standard improvements, all of which shall be Tenant’s sole responsibility) in an amount up to but not exceeding Sixty-One and 06/100 Dollars ($61.06) per square foot of the Premises (“Tenant Improvement Allowance”). The Tenant Improvement Allowance is based on the square feet of the Premises, and the calculation of square feet for the Premises shall be as determined by Landlord. Tenant shall have the option, exercisable by written notice to Landlord on or before the commencement of construction of the Tenant Improvements, to cause Landlord to increase the amount of the Tenant Improvement Allowance by up to One Hundred One Thousand One Hundred Fifty-Six and No/100 Dollars ($101,156.00) (the “TI Allowance Increase Amount”) as designated by Tenant in such written notice. If Tenant exercises such option, monthly Base Rent payable by Tenant throughout the initial Lease Term shall be increased by an amount sufficient to fully amortize the TI Allowance Increase Amount throughout the initial Lease Term based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of six point five percent (6.5%) per annum. If Tenant makes such election, the parties shall enter into a amendment of this Lease to reflect such increase in Base Rent. Notwithstanding any provisions of the Lease or this Tenant Work Letter to the terms of this Section 38 set forth belowcontrary, there Tenant shall be paid solely responsible for, and shall pay upon billing therefor, any and all costs and expenses relating in any way to the Tenant Improvements (including, but not limited to, the design, permitting and construction thereof) in excess of the Tenant Improvement Allowance with respect to the work of construction of the Tenant Improvements by Xxxxxxxx’s Contractor (“Excess Costs”). The total of all costs to be incurred by Landlord in connection with the design and construction of the Tenant Improvements (including, without limitation, the costs to prepare the T.I. Plans and specifications, the obtainment of permits and completion of other pre-construction work relating to the Tenant Improvements) shall be referred to as “Landlord as the Costs” and Landlord’s contribution toward TenantLandlord’s Initial Alterations, the sum (“Allowance”) of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, limited to the order of Tenant Improvement Allowance (as the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility same may be increased as set forth in this Article 38) Section 3.1 above). Landlord hereby acknowledges and agrees that , any Landlord Costs incurred prior to the date set forth in Section 29.34 for which Tenant has submitted a requisition consisting of, (i) the delivery of the SNDA only are at Landlord’s sole risk and expense and in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees event that are contracted for by Landlord fails to deliver the SNDA to Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of a result, Tenant timely terminates the requisition for final disbursement of the Allowance for hard construction costsLease as set forth in Section 29.34, Tenant shall furnish have no liability for any Landlord with: (1) general contractor and architect’s completion affidavitsCosts, (2) full and final waivers nor the cost of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to designing the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “AdjustedImprovements.

Tenant Improvement Allowance. Subject Landlord shall contribute to any alterations, additions and improvements made to the Property by Tenant (the "Tenant Improvements") up to a maximum of One Hundred Eighty Seven Thousand Five Hundred and No/100 Dollars ($187,500.00) (the "Allowance") over the Lease Term, which Tenant Improvements shall be constructed in accordance with the terms of this Section 38 set forth belowLease, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterationsincluding, but not limited to, the sum (“Allowance”) terms of $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial PremisesArticle Six hereof and this Article Fifteen. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments Payment of the Allowance shall be payable in accordance with installments as, when and if the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that Improvements are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoicescompleted, and within twenty-one (iii21) in the case days after presentation to and approval of construction costs (a) an application paid invoices and receipts by Landlord. All requests for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement payments of the Allowance shall be accompanied by lien releases from all contractors and subcontractors for hard construction costswork performed and materials provided and, if applicable, the certificate of completion from the supervising architect. In the event of any mechanic's or other lien, claim or encumbrance arising out of or in connection with the Tenant Improvements being asserted against the Property, Landlord, or Landlord's property, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) discharge in full and final waivers of said lien, claim or encumbrance within fifteen (315) receipted bills covering days following notice thereof. If Tenant fails to discharge the lien within said fifteen (15) day period, Landlord may, at its option, discharge same and, upon Landlord's demand, Tenant shall promptly reimburse Landlord for all labor costs incurred in discharging such lien. Tenant shall indemnify and materials expended hold harmless Landlord from and usedagainst any and all losses, damages, costs (4) as-built plans including costs of the Alterationssuit and attorneys fees), liabilities, or causes of action for injury to or death or any person, for damage to any property, and (5) the certification for mechanics', materialmen's or other liens or claims arising out of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated or in the application, the quality of the Alterations is in accordance connection with the construction contract documents and of the contractor is entitled to; Tenant Improvements. Nothing contained herein shall constitute an agreement to subject the fee or leasehold interest in the Property to any lien or other encumbrance. Notwithstanding anything to the contrary contained herein, should Tenant be in material default under this Lease, no payment of the amount certified in the applicationAllowance shall be made by Landlord. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled not take any action which would cause any violation of applicable laws to payments with respect to any requisition in accordance with the terms hereof except that each individual disbursement of the Allowance by Landlord shall be in the same ratio to the amount properly requisitioned as the Allowance bears to the Adjusted Qualified Cost Estimate (hereinafter defined). “Adjustedoccur