Common use of TI Allowance Clause in Contracts

TI Allowance. Tenant has requested, and Landlord has agreed, to increase the TI Allowance by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) (the “Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Million Four Hundred Thirty-Five Thousand Dollars ($49,435,000.00) (the "TI Allowance")." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​

TI Allowance. Tenant has requested, and Landlord has agreed, to increase the TI Allowance available to Tenant under the Lease by an additional Forty-Six Two Million Seventy-Five Thousand Dollars ($46,075,000.002,000,000.00) (the “"Additional TI Allowance”"), to be used to pay or reimburse Tenant for certain costs relating to upgrading the existing greenhouse structure and facilities on the Premises, subject to the terms and conditions set forth in the Lease. Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Five Million Four Hundred Thirty-Five Thousand Dollars ($49,435,000.005,000,000.00) (the "TI Allowance")." In addition, the second sentence of Section 5.1 5.2 of the Existing Lease is hereby amended and restated in its entirety as followfollows: "The Tenant shall have until December 15, 2035 to request disbursement for the final installment of the TI Allowance may be applied to Allowance, with each disbursement (other than the costs of (afinal disbursement) construction, (b) project review by Landlord (which fee shall not exceed Twenty being no less than Five Hundred Thousand Dollars ($20,000.00) plus 500,000.00). Landlord's obligation to disburse any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 TI Allowance shall be conditional upon Tenant's satisfaction of the Existing Lease is hereby deleted conditions precedent to funding of the TI Allowance set forth in its entirety and replaced with Section 6.3 of the following: "Work Letter. In addition, Landlord’s 's obligation to disburse any of the TI Allowance in excess of Forty-Eight Four Million Nine Five Hundred Thirty-Five Thousand Dollars ($48,935,000.004,500,000.00) shall be conditional conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (cb) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (dc) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​

TI Allowance. In accordance with the terms and conditions of this Second Amendment, Landlord shall make available to Tenant has requested, and Landlord has agreed, to increase (i) a tenant improvement allowance in the TI Allowance by an additional Forty-Six amount of Three Million Seventy-Sixty Five Thousand Dollars ($46,075,000.003,065,000.00) (the “"Base TI Allowance") plus (ii) if properly requested by Tenant pursuant to this Section 6.a, an additional tenant allowance in the amount of One Million Dollars ($1,000,000.00) (the "Additional TI Allowance”"). Accordingly, for a total of Four Million Sixty Five Thousand Dollars ($4,065,000.00) for use for any purpose elected by Tenant, in Tenant's sole discretion, which may include, among others, improvements to the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use Premises (the "Tenant Improvements") to be constructed as described in the Premises pursuant to the Work Letter attached hereto to this Amendment as Exhibit E C (the "Work Letter") at a cost and as otherwise provided in this Section 6.a. The Base TI Allowance, together with Additional TI Allowance (if properly requested by Tenant pursuant to Landlord not this Section 6.a), shall be referred to exceed Forty- ​ Nine Million Four Hundred Thirty-Five Thousand Dollars ($49,435,000.00) (herein as the "TI Allowance." Landlord shall disburse the Base TI Allowance to Tenant within three (3) business days after the Execution Date by wire transfer of immediately available funds to an account specified by Tenant. If Tenant desires all or any portion of the Additional TI Allowance, then Tenant shall deliver to Landlord a written request for such Additional TI Allowance, in the form attached to this Amendment as Exhibit D, executed by an authorized officer of Tenant (an "Additional TI Allowance Request")." In addition, and, provided that no monetary or material non-monetary Default has occurred and is then continuing, Landlord shall disburse the second sentence of Section 5.1 requested amount of the Existing Lease is hereby amended and restated in its entirety as follow: "The Additional TI Allowance by wire transfer of immediately available funds within ten (10) business days after Landlord's receipt of such written request. Tenant may be applied to make multiple draws against the costs Additional TI Allowance until such time as the entire Additional TI Allowance has been disbursed or the occurrence of the TI Deadline (a) construction, (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlordas defined below), whichever occurs first. Tenant may use the Base TI Allowance (cand Additional TI Allowance, if properly requested by Tenant pursuant to this Section 6.a) commissioning of mechanicalin Tenant's sole discretion for, electrical among other things, financing hard and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections soft costs of the Tenant Improvements, purchasing furniture, fixtures and (f) equipment for Tenant's use at the Premises or defraying the cost of moving expenses and costs and expenses incurred by Tenant for laborany other lease obligations, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation or for any other purpose desired by Tenant. Landlord shall not be obligated to disburse any portion of the Additional TI Allowance unless and until Landlord shall have received from Tenant an Additional TI Allowance Request. In no event shall any portion of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default not properly requested by Tenant pursuant to this Section 6.a entitle Tenant to a credit against Rent payable under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​

TI Allowance. Provided Tenant has requestedis not in default under the Lease beyond any applicable cure periods (or if Tenant is then in default, upon Tenant’s cure of any such default) and subject to the provisions of this Paragraph 4.2 and Paragraph 4.4, Landlord has agreed, will pay Tenant an improvement allowance (the “TI Allowance”) of up to increase the TI Allowance by an additional FortySeven Hundred Seventy-Six Million Seventy-Five Thousand Two Hundred Sixty and No/100 Dollars ($46,075,000.00) (the “Additional TI Allowance”776,260.00). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") up to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Million One Hundred Sixteen Thousand Four Hundred Thirty-Five Thousand Nine and No/100 Dollars ($49,435,000.00116,439.00) of which (the "TI Allowance"“Soft Cost Portion”) may be allocated by Tenant toward Soft Construction Costs (as defined below)." In addition, the second sentence of Section 5.1 . The remainder of the Existing Lease is hereby amended and restated in its entirety TI Allowance shall be allocated only toward Hard Construction Costs (as follow: "defined below). The TI Allowance may shall be applied paid by Landlord within thirty (30) days after: (i) the New Tenant Improvements have been completed substantially in accordance with Tenant’s plans and specifications approved by Landlord as provided in Paragraph 4.1 of this Agreement and Exhibit D-1 to the Lease (modified as set forth in Paragraph 4.1) and all permit requirements and otherwise substantially in compliance with Paragraph 4.1 of this Agreement and Exhibit D-1 to the Lease (modified as set forth in Paragraph 4.1); (ii) Tenant has paid for all sums, costs and expenses due for any work, labor, services, materials, supplies or equipment furnished for, or in connection with, the New Tenant Improvements, has obtained unconditional lien waivers from all parties providing such work, labor, services, materials, supplies, or equipment, and has provided Landlord with copies of such paid invoices and lien waivers (aprovided, however, notwithstanding the foregoing, if Tenant is unable to obtain any such lien waivers, Tenant may bond around any potential lien claims for which Tenant was unable to obtain a lien waiver or escrow in a manner reasonably acceptable to Landlord 125% of the amount of any potential lien claims for which Tenant was unable to obtain a lien waiver so long as Tenant continues to diligently pursue such lien waiver(s) construction(or other resolution reasonably acceptable to Landlord) and in any event provides to Landlord all such unconditional lien waiver(s) (or other resolution which, under applicable laws, prevents any lien claims against any portion of the Project or Complex or is otherwise acceptable to Landlord in its sole and absolute discretion) within eighteen (b18) project review by months following the completion of the New Tenant Improvements); (iii) Tenant has provided Landlord (which fee with copies of invoices and/or receipts evidencing the amount to be reimbursed up to the full amount of the TI Allowance. As used herein, “Soft Construction Costs” shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual mean actual, out-of-pocket third-party expenses costs incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering Tenant in connection with the New Tenant Improvements and other matters related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for renovation of the Premises to confirm that consolidate its operations from the Relinquished Space into the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​moving,

TI Allowance. Tenant has requested, and Landlord has agreed, to increase the TI Allowance by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) (the “Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine (a) Twelve Million Four Two Hundred ThirtyFifty-One Thousand Two Hundred Fifty-Five Thousand Dollars ($49,435,000.0012,251,255) (based upon One Hundred Eighty-Five Dollars ($185) per square foot of Rentable Area (as defined below)) (the "“Base TI Allowance"”), plus (b) if properly requested by Tenant pursuant to this Section, Six Hundred Sixty-Two Thousand Two Hundred Thirty Dollars ($662,230) (based upon Ten Dollars ($10) per square foot of Rentable Area) (the “Additional TI Allowance”), for a total of Twelve Million Nine Hundred Thirteen Thousand Four Hundred Eighty-Five Dollars ($12,913,485) (based upon One Hundred Ninety Five Dollars ($195) per square foot of Rentable Area). The Base TI Allowance, together with the Additional TI Allowance (if properly requested by Tenant pursuant to this Article), shall be referred to herein as the “TI Allowance." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "” The TI Allowance may be applied to the costs of (am) construction, (bn) project review management by Landlord (which fee shall not exceed Twenty Thousand Dollars equal three percent ($20,000.003%) plus any reasonable actual out-of-pocket third-party expenses incurred of the cost of the Tenant Improvements, including costs paid from the Base TI Allowance and, if used by LandlordTenant, the Additional TI Allowance), (co) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantLandlord, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by LandlordTenant, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eq) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures." In additionfixtures (provided, the final sentence however, that Tenant shall be entitled to allocate up to a maximum amount of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any One Hundred Fifty Thousand Dollars ($150,000) of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy toward furniture, fixtures and equipment for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of Premises). In no event shall the TI Allowance be used for (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment (except as otherwise set forth in Section 6.3 of the Work Letter; and 4.7(r) above), (dy) there shall be no uncured event of costs arising from any default by Tenant of its obligations under this LeaseLease or (z) costs that are recovered by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Following In addition, notwithstanding anything to the completion contrary herein, the TI Allowance will not be charged for, and Tenant shall not be responsible for, (i) legal fees incurred by Landlord in connection with the negotiation of any construction contracts for the Tenant Improvements or attorneys' fees, experts' fees and other costs incurred by Landlord in connection with disputes with contractors retained by Landlord to construct the Tenant Improvements, (ii) interest and other costs of financing the TI Allowance, (iii) penalties and late fees due to Landlord’s failure to pay any contractors when due for the Tenant Improvements (provided that Tenant has not failed to pay any amounts due from Tenant on account of the Tenant Improvements), Landlord may order, at Tenant’s expense, a current title report (iv) costs incurred to remove or lien search for remediate Hazardous Materials (as defined below) existing in the Premises to confirm that as of the Premises remains free Execution Date, and clear of all liens relating (v) Common Area Legal Compliance Work Costs (as defined below) except to the completion extent such Common Area Legal Compliance Work Costs are triggered by, or necessitated as a result of, the unique nature of the Tenant ImprovementsImprovements (as opposed to Common Area Legal Compliance Work Costs that would have been incurred as a condition to the issuance or sign off on any permit at the Building). Notwithstanding anything to the contrary in this Lease, Landlord and Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction acknowledge and agree that Tenant shall maintain not be permitted to allocate more than (or cause to be maintained, as applicablei) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a nonNine Million Seventy-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​Nine

TI Allowance. Tenant has requested, and Landlord has agreed, shall cause to increase be constructed tenant improvements in the TI Allowance by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) Premises (the “Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements"”) to be constructed in the Premises pursuant to the “Work Letter Letter” attached hereto as Exhibit E (the "Work Letter") G at a cost to Landlord (the “Base TI Allowance”) not to exceed Forty- ​ Nine Million Four exceed: (a) One Hundred Thirty-Five Thousand Dollars ($49,435,000.00100.00) per rentable square foot for the New Premises; and (b) Twenty-Five Dollars ($25.00) per rentable square foot for the "TI Allowance")." In additionRetained Premises, and, subject to the second sentence of Section 5.1 provisions of the Existing Lease is hereby amended and restated last paragraph in its entirety this Section 5.5, for the Retained Premises and/or the New Premises, as follow: "The TI Allowance may applicable. Such amounts shall be applied to pay only the costs of the following (except as otherwise expressly provided in this Lease): (a) construction, ; (b) project review construction management by Landlord (which fee shall not exceed Twenty Thousand Dollars equal two and one-half percent ($20,000.002.5%) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlordof the cost of the Tenant Improvements) (the “Construction Management Fee”), ; (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architectarchitectural, engineering engineering, and other related services performed by third parties unaffiliated with Tenant, services; and (ed) building permits and other taxesplanning and inspection fees. For purposes of this Lease, feesTenant’s cost of any Tenant Improvement shall include only items constituting “costs of improvement” within the meaning of the New York Lien Law, charges except that, with Landlord’s reasonable approval, notwithstanding anything to the contrary in the preceding clauses “a” through “d,” up to twenty-five percent (25%) of the Base TI Allowance may cover other costs (the “Soft Costs”) directly related to the Tenant Improvements, such as space design, planning and levies by governmental authorities for permits or for inspections of relocation costs, legal costs related to this Lease and the Tenant Improvements, and network cabling (fthe balance of which seventy-five percent (75%) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any of the Base TI Allowance is hereafter referred to as the “Hard Costs”). In addition to the Base TI Allowance, Landlord shall make available to Tenant an additional Base TI Allowance only for the New Premises (the “Above-Standard TI Allowance”) in excess an amount of One Hundred and Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00145.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect per rentable square foot. The Base TI Allowance and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the Above-Standard TI Allowance set forth in Section 6.3 of are together referred to as the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord“TI Allowance." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​”

TI Allowance. Tenant has requested, and Landlord has agreed, to increase the TI Allowance by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) (the “Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Million Four Hundred Thirty-Five Thousand Dollars ($49,435,000.00) (the "TI Allowance")." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​,

TI Allowance. Tenant has requested, and Landlord has agreed, to increase shall cause the TI Allowance by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) work (the “Additional TI AllowanceTenant Improvements”). Accordingly, ) described in the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety Work Letter attached hereto as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use Exhibit A (the "Tenant Improvements"“Work Letter”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine (a) One Million One Hundred Fifty Thousand Eight Hundred Fifty and 00/100 Dollars ($1,150,850.00) (based upon Twenty-Five and 00/100 Dollars ($25.00) per square foot of Rentable Area) (“Base TI Allowance”) plus (b) if properly requested by Tenant pursuant to this Section 7.2, Two Million Three Hundred One Thousand Seven Hundred and 00/100 Dollars ($2,301,700.00) (based upon Fifty and 00/100 Dollars ($50.00) per square foot of Rentable Area) (“Additional TI Allowance”), for a total of up to Three Million Four Hundred Thirty-Fifty Two Thousand Five Thousand Hundred Fifty and 00/100 Dollars ($49,435,000.003,452,550.00) (based upon Seventy-Five and 00/100 Dollars ($75.00) per square foot of Rentable Area of the "Premises). The Base TI Allowance"), together with the Additional TI Allowance (if properly requested by Tenant pursuant to this Section 7.2) shall be referred to herein as the “TI Allowance." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "” The TI Allowance may be applied to the costs of (a) constructionconstruction (including, standard laboratory improvements; finishes; building fixtures; demolition, removal and related repairs of any furniture, fixtures and equipment remaining in the Premises as of the Amendment Execution Date (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning but only to the extent related to the construction of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections the new improvements forming part of the Tenant Improvements); installation costs for Tenant’s electrical, telephone and data cabling and wiring, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​related connection charges),

TI Allowance. Tenant has requested, and Landlord Xxxxxxxx has agreed, to increase the TI Allowance by an additional Forty-Six Four Million Seventy-Five Thousand Dollars ($46,075,000.004,000,000.00) (the “Second Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: ​ "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Fifty- Three Million Four Hundred Thirty-Five Thousand Dollars ($49,435,000.0053,435,000.00) (the "TI Allowance")." ​ In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence last two sentences of Section 5.2 of the Existing Lease is are hereby deleted in its their entirety and replaced with the following: ​ "In addition, LandlordXxxxxxxx’s obligation to disburse any of the TI Allowance in excess of Forty-Eight Fifty- Two Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.0052,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at TenantXxxxxx’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant Xxxxxx agrees to promptly pay or ​ reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​

TI Allowance. Tenant has requested, and Landlord Xxxxxxxx has agreed, to increase the TI Allowance by an additional Forty-Six Fourteen Million Seventy-Five Thousand Dollars ($46,075,000.0014,000,000.00) (the “Third Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Sixty-Seven Million Four Hundred Thirty-Five Thousand Dollars ($49,435,000.0067,435,000.00) (the "TI Allowance")." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence last two sentences of Section 5.2 of the Existing Lease is are hereby deleted in its their entirety and replaced with the following: "In addition, LandlordXxxxxxxx’s obligation to disburse any of the TI Allowance in excess of FortySixty-Eight Five Million Nine Four Hundred Thirty-Five Thousand Dollars ($48,935,000.0065,435,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at TenantXxxxxx’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant Xxxxxx agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​

TI Allowance. Tenant has requestedIn consideration of Landlord acquiring and leasing back the Additional Parcels to Tenant, and Landlord has agreedin lieu of any increase to Base Rent under the Existing Lease, to increase the TI Allowance available to Tenant under the Lease shall be reduced by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) (amount equal to the “purchase price paid by Landlord to Tenant pursuant to the Additional TI Allowance”)Parcels Purchase Agreement. Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Forty- ​ Nine Million Four Hundred Thirty-Five Six Million Seven Hundred Seventy-One Thousand Six Hundred Seventy Dollars ($49,435,000.0036,771,670.00) (the "TI Allowance")." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, LandlordXxxxxxxx’s obligation to disburse any of the TI Allowance in excess of FortyThirty-Eight Six Million Nine Two Hundred Thirty-Five Thousand Dollars ($48,935,000.0036,235,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at TenantXxxxxx’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant Xxxxxx agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cover losses suffered with respect to Tenant’s materials, equipment, machinery and/or supplies (whether on-site, in transit, or stored off-site) with a limit of no less than 100% of the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​

TI Allowance. Tenant has requested, and Landlord has agreed, shall cause the Initial Premises to increase the TI Allowance by an additional Forty-Six Million Seventy-Five Thousand Dollars ($46,075,000.00) be improved (the “Additional TI Allowance”). Accordingly, the first sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follows: "Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements"”) to be constructed in the Premises pursuant to the terms of this Lease and the “Work Letter Letter” attached hereto as Exhibit E (the "Work Letter") J at a cost to Landlord (the “Base TI Allowance”) not to exceed Forty- ​ Nine Five Million Four Seven Hundred Thirty-Five and Fifty Thousand Dollars ($49,435,000.005,750,000) in the aggregate, (Two Hundred Fifty Thousand Dollars ($250,000) of which is being allocated for the purchase of furniture, fixtures and equipment under item (g) of the third sentence of this Section 5.5), subject to increases as a result of reductions of scope of Landlord’s Work in the amounts and as set forth in Section 4.2(d). The parties hereby agree that the entire Base TI Allowance will be made available by Landlord to Tenant to defray the costs of the Tenant Improvements as they are incurred by Tenant and before Tenant is required to incur or pay any costs without reimbursement by Landlord. Such amounts shall be applied to pay only the costs of the following (except as otherwise expressly provided in this Lease) (the "“TI Allowance")." In addition, the second sentence of Section 5.1 of the Existing Lease is hereby amended and restated in its entirety as follow: "The TI Allowance may be applied to the costs of Costs”): (a) construction, ; (b) fee for Tenant’s project review by Landlord (which fee shall not exceed Twenty Thousand Dollars ($20,000.00) plus any reasonable actual out-of-pocket third-party expenses incurred by Landlord)manager, (c) commissioning of mechanical, electrical plan check and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, building permits and review of such party’s commissioning report licensed, qualified commissioning agent hired by Landlordother planning and inspection fees, (d) space planning, architect, all design and engineering and other related services performed by third parties unaffiliated with Tenantfees, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures." In addition, the final sentence of Section 5.2 of the Existing Lease is hereby deleted in its entirety and replaced with the following: "In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of Forty-Eight Million Nine Hundred Thirty-Five Thousand Dollars ($48,935,000.00) shall be conditional upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease. Following the completion of the Tenant Improvements, Landlord may order, at Tenant’s expense, a current title report or lien search for the Premises to confirm that the Premises remains free and clear of all liens relating to the completion of the Tenant Improvements. Tenant agrees to promptly pay or reimburse Landlord for the costs relating to such title report or lien search upon receipt of an invoice from Landlord." 5. Section 18.2.6: Tenant Insurance. Section 18.2 of the Existing Lease is hereby amended to add the following new "At all times during construction Tenant shall maintain (or cause to be maintained, as applicable) in full force and effect an “all risk” builder’s risk completed value form, which form shall: (a) be on a non-reporting basis, (b) insure against all risks insured including, without limitation, fire and other perils normally included, including at Landlord’s option, terrorism, windstorm, earthquake and flood coverage, (c) for structural or non-structural renovation, cover 100% of any existing Building, (d) include permission to occupy the Premises, without restrictions, as appropriate, (d) have an agreed amount endorsement waiving co-insurance provisions, (e) include coverage for 100% of the reoccurring hard costs and soft costs, (f) cabling, and (g) costs of purchasing, furniture, fixtures and equipment from the Prior Owner, in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000). For purposes of this Lease, Tenant’s cost of any Tenant Improvement shall include only items constituting “costs of improvement” within the meaning of the New York Lien Law, except that, with Landlord’s reasonable approval, notwithstanding anything to the contrary in the preceding clauses “a” and “f,” only up to ten percent (10%) of the Base TI Allowance may cover losses suffered other costs directly related to the Tenant Improvements, such as architectural, engineering, space planning or other related services, planning and relocation costs, and legal costs related to this Lease and the Tenant Improvements (the “Other Costs”). Except as otherwise provided in item (g) of this Section 5.5 above, in no event shall the TI Allowance be used for costs of furniture, fixtures or equipment with respect to Tenant’s materialsthe Tenant Improvements or for costs that are recoverable by Tenant from a third party (e.g. insurers, equipment, machinery and/or supplies warrantors or tortfeasors). The Base TI Allowance and the Expansion TI Allowance (whether on-site, as defined in transit, or stored off-siteSection 10.2(c)) with a limit of no less than 100% of are together referred to as the replacement cost, (g) provide for no deductible in excess of $250,000, except with respect to earthquake, windstorm/named storm, and flood; and (h) otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding 2 ​“TI Allowance.”